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Certain sections of the Unilever Annual Report and Accounts 2022 have been audited.
These are on pages 150 to 205, and those parts noted as audited within the Directors’
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Delivering sustainable
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Unilever Annual Report
and Accounts 2022
-
In this report
Strategic Report
About Unilever
Review of the Year
Our Performance
Our Principal Risks
2 Unilever at a glance
4 The Unilever Compass
Strategy for Sustainable
Growth
6 Chair’s statement
8 Chief Executive
Officer’s statement
10 Group Financial Review
12 Business Group Review
12 Beauty & Wellbeing
15 Personal Care
18 Home Care
21 Nutrition
24
Ice Cream
27 Our People & Culture
30 Planet & Society
35 Climate Transition
Action Plan: Annual
Progress Report
42 Task Force on Climate-
related Financial
Disclosures statement
67 Principal risks
67 Risk management
approach
68 Principal risks
76 Viability statement
52 Financial performance
52 Unilever Group
performance
53 Business Group
performance
54 Additional financial
disclosures
60 Non-financial
performance
60
61
Improve the health of
the planet
Improve people’s health,
confidence and
wellbeing
61 Contribute to a fairer
and more socially
inclusive world
62 Additional non-financial
disclosures
Governance Report
Financial Statements
Running a responsible and effective business
Our full financial results and notes for the year
78 Chair's Governance statement
80 Board of Directors
82 Unilever Leadership Executive (ULE)
84 Corporate Governance statement
95 Report of the Nominating and Corporate
Governance Committee
100 Report of the Audit Committee
105 Report of the Corporate Responsibility Committee
109 Directors' Remuneration Report
134 Statement of Directors' responsibilities
135 KPMG LLP's Independent Auditor's Report
150 Consolidated financial statements Unilever Group
154 Notes to the consolidated financial statements
206 Company Accounts Unilever PLC
209 Notes to the Company Accounts Unilever PLC
214 Group Companies
225 Shareholder information – Financial calendar
226 Additional Information for US Listing Purposes
Online
About this Annual Report
You can find more information about Unilever online at
www.unilever.com
For more about our sustainability activities and
performance visit
www.unilever.com/planet-and-society
The Unilever Annual Report and Accounts 2022 (and the
Additional Information for US Listing Purposes) along with
other relevant documents can be downloaded at
www.unilever.com/investors/annual-report-and-
accounts
References to information on websites in this document are
included as an aid to their location and such information
is not incorporated in, and does not form part of, this
document. Any website is included as an inactive textual
link only.
Unilever Annual Report and Accounts 2022
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 PLC (PLC) together with the
companies it controls. The terms ‘Unilever’, the 'Company', the ‘Group’, ‘we’, ‘our’
and ‘us’ refer to the Unilever Group.
Our Strategic Report, pages 1 to 76, 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 2022. The Strategic Report has been approved by the Board and signed
on its behalf by Maria Varsellona – Chief Legal Officer and Group Secretary.
Our Governance Report, pages 77 to 131, contains detailed corporate governance
information, our Committee reports and how we remunerate our Directors.
Our Financial Statements and Notes are on pages 133 to 213.
Pages 133 to 225 constitute the Unilever Annual Report and Accounts 2022, which
we may also refer to as ‘this Annual Report and Accounts’ throughout this
document.
The Directors’ Report of PLC on pages 2 to 4, 6 to 34, 39 to 42, 62 to 64, 70 to 71, 78
to 108, 110 to 112, 167, 172, 186-192, 195, 204, 224 to 225, 228 and 233 has been
approved by the PLC Board and signed on its behalf by Maria Varsellona – Chief
Legal Officer and Group Secretary.
Pages 226 to 235 are included as Additional Information for US Listing Purposes.
Unilever is one of the world’s largest consumer goods
companies with a portfolio of leading purposeful
brands, an unrivalled presence in future growth
markets, and a determinedly commercial focus as
a sustainable business.
We are creating value for our multiple stakeholders
through the clear investment choices we have made in
our Compass strategy which, along with our step-up in
operational excellence, are improving the consistency
and competitiveness of our performance.
2022 has been a year of significant change for Unilever.
Our new Compass Organisation is designed to make us
faster and simpler, more category-focused, and more
accountable as a team.
This Annual Report tells the story of 2022 through our
five new Business Groups. It is a story of strong growth
as we build towards our vision of demonstrating that
sustainable business delivers winning performance.
2022 financial highlights
Turnover
€60.1bn
2021: €52.4bn
Underlying sales
growth(a)
9.0%
2021:4.5%
Operating margin
17.9%
2021: 16.6%
Underlying
operating margin(a)
16.1%
2021:18.4%
Dividends paid
€4.3bn
2021: €4.5bn
Free cash flow(a)
€5.2bn
2021: €6.4bn
For more details, see our Group Financial Review on pages 10 to 11.
(a) Underlying sales 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 54 to 59.
-
Unilever at a glance
We are home to 400+ brands – and proud that around
3.4 billion people use our products every day.
How we create value through our business model
Our multi-stakeholder business model recognises the importance of the relationships
and resources that we depend on across our value chain – from the ingredients
we source to the products we sell in over 190 countries.
Shareholders
Our people
Consumers
Customers
Suppliers &
business partners
Planet & society
1 Powered by
our people
Our diverse and talented people
are the heartbeat of Unilever –
when they thrive, our business
thrives. We have created a
high-performance growth
culture which is human,
purposeful and accountable.
2 Cutting-edge
insights
Consumer and customer insights
are the lifeblood of our business.
We use technology and data to
understand how people live, buy
and use our products, giving us
a competitive edge.
3
Impactful
innovations
Our team of passionate
scientists and researchers create
innovations behind the products
and experiences our consumers
love, which in turn drives growth
for our business.
127,000
Employees in around
100 countries
No1
FMCG employer of choice
for graduates and early
career talent in 16 out of
our 20 biggest markets
1.5bn+
Consumer data
touchpoints delivering
300m+ personalised
digital experiences
3m
Consumers engaged
annually through our
engagement platforms
€908m
Spend on Research and
Development
€1.7bn
Incremental turnover
from innovations
2
Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
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4 Resilient supply
4
chain
We source ingredients and raw
materials from over 150 countries.
Working in partnership with our
suppliers is critical to our future
growth and sustainability
performance.
52,000
Suppliers we work with
€41.3bn
Spend on raw materials
and services
5 World-class
5
manufacturing
280
Our factories are the engine
room of the business, where our
products are made – and where
we prioritise above all else safety,
quality and sustainability.
Factories operated
by Unilever(a)
-68%
Reduction in GHG
emissions from energy
and refrigerant use
in our operations
since 2015
6 Agile customer
6
operations
Our customer operations team
coordinates distribution and
logistics to ensure that products
leave our factories and
warehouses, and find their way to
the many millions of customers
who sell them – in-store and
through digital channels.
7
7
Effective and
purposeful
marketing
We invest in marketing and
advertising to make our brands
memorable and appealing.
Our research shows that brands
with purpose, coupled with
product superiority, can unlock
accelerated growth.
500
25m
Logistics warehouses
occupied by Unilever
Customer orders
processed annually
€7.8bn
Spend on Brand and
Marketing Investment
All numbers relate to 2022 reporting period.
(a) We also work with approximately 1,000
14
Unilever brands in the
top 50 most chosen
FMCG brands globally(b)
collaborative third-party manufacturing sites
to meet changing consumer demand
(including 82 dedicated to Unilever).
(b) Based on market penetration and
consumer interactions (Kantar Brand
Footprint report 2022).
Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
3
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The Unilever Compass Strategy
for Sustainable Growth
Companies with purpose last
Brands with purpose grow
Our purpose
is to make
ustainable living
commonplace
People with purpose thrive
Our Vision is to deliver
winning performance by
being the global leader
in sustainable business.
Our Financial Framework
Consistent and competitive
growth driving top tier
Total Shareholder Return.
Where to play
Build a high growth portfolio across five Business Groups
Beauty & Wellbeing*
Personal Care
Home Care
Nutrition
Ice Cream
Win with our brands, powered by superior products, innovation and purpose
Win with
differentiated
science &
technology
Improve the health
of the planet
Improve people’s
health, confidence
and wellbeing
Contribute to a
fairer, more socially
inclusive world
Accelerate in key markets
USA, India
and China
Leverage emerging
market strength
Lead in the channels of the future
Accelerate digital
commerce
Win with top
customers
Drive category
value
* Including Prestige Beauty and Health & Wellbeing
Operational Excellence
through the 5 Growth
Fundamentals
Purposeful brands
Improved penetration
Impactful innovation
Design for channel
Fuel for growth
How to win
Global Leader in
sustainable business
Drive climate action
to reach net zero
Reduce plastic as part
of waste-free world
Regenerate nature
and agriculture
Raise living standards
in our value chain
A growth-focused
and purpose-led
organisation and culture
Drive greater category focus
and expertise
Leverage power of
Unilever-wide capabilities
Unlock speed and agility of a
digitally enabled organisation
Be a beacon for equity,
diversity and inclusion
4
Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
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Our Compass Organisation
Unilever Corporate Centre
A lean global ‘One Unilever’ team which sets global strategy, provides functional
expertise and sets standards across all Business Groups and Business Units.
Beauty & Wellbeing
Purpose. Science. Desire.
€12.3bn
Turnover
20%
of Unilever
turnover
Personal Care
Asserting our Leadership.
€13.6bn
Turnover
23%
of Unilever
turnover
24%
of Unilever
underlying
operating
profit
28%
of Unilever
underlying
operating
profit
See pages 12-14
Key categories:
Hair Care
Health & Wellbeing
Prestige Beauty
Skin Care
See pages 15-17
Key categories:
Deodorants
Oral Care
Skin Cleansing
Home Care
See pages 18-20
Clean Home. Clean Planet. Clean Future.
Key categories:
€12.4bn
Turnover
21%
of Unilever
turnover
14%
of Unilever
underlying
operating
profit
Fabric Cleaning
Fabric Enhancers
Home & Hygiene
Water & Air
Nutrition
See pages 21-23
A World-class Force for Good in Food.
Key categories:
€13.9bn
Turnover
23%
of Unilever
turnover
25%
of Unilever
underlying
operating
profit
Ice Cream
Happy People, Happy Planet,
Winning Smiles.
€7.9bn
Turnover
13%
of Unilever
turnover
9%
of Unilever
underlying
operating
profit
Dressings
Functional Nutrition
Healthy Snacking
Plant-Based Meat
Scratch Cooking Aids
Tea
See pages 24-26
Key categories:
Ice Cream (in-home
and out-of-home)
Unilever Business Operations
The operational backbone of Unilever which combines our supply chain expertise, technology and enterprise
services to transform the way our business operates and how it is experienced by our customers and consumers.
Business Operations aims to be a powerhouse of excellence in processes, execution and digital capability that enables
our Business Groups to win through cost-efficient, resilient, user-centric and sustainable operations.
Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
5
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Chair's statement
Consumer healthcare – another accelerating category – is also
an area of keen interest. Our exchanges at the beginning of
last year with GSK and Pfizer about acquiring their consumer
healthcare arm have been well documented and commented
upon. Investors let it be known that they would not welcome a
move of that size or scale. The Board listened carefully to the
concerns and made clear that we do not intend to pursue any
large-scale acquisitions in the foreseeable future.
Instead, we have continued to follow our strategy of building
Unilever’s presence in consumer healthcare through bolt-on
acquisitions and organic growth. Good progress was made
on both fronts last year. Our Health & Wellbeing business
continued to deliver strong organic growth, but was also
complemented during the year by the acquisition of Nutrafol,
a leading hair wellness brand. Members of the Board were
pleased to meet with the founders of Nutrafol in New York last
summer and were encouraged to hear first-hand about the
exciting potential the brand has for expansion.
Like Prestige Beauty, Health & Wellbeing is now a €1 billion+
business, enjoying double-digit growth. As such, these
two relatively new businesses are making a meaningful
contribution to Unilever’s turnover. They show what can
be achieved in attractive sectors of the market through a
judicious mix of selective acquisitions and good organic
growth. This approach is serving Unilever well and will continue
to guide the Company’s portfolio strategy.
New Compass Organisation
Last year saw a complete redesign of Unilever’s organisational
model. The move away from an increasingly complex matrix
structure to a more agile and accountable model based
around five Business Groups – with responsibility for
developing strategy and delivering results – was strongly
supported by the Board.
This new Compass Organisation represents a major change
to the way the Company operates. It has the potential to
make Unilever a simpler and more transparent business, more
expert in its categories and more responsive to fast-changing
market dynamics.
The speed and professionalism with which such a large-scale
– and potentially unsettling – change was introduced is a
tribute to all those concerned. To have made the change while
keeping the business operating and performing at a time of
huge market volatility adds to the sense of achievement.
While it will take time to fully bed down – and will inevitably
continue to evolve – the Board is confident that the new
organisation provides a strong and enduring base on which
Unilever can move forward. We were pleased to see how well
the new organisation is working in practice during a visit at
the end of last year to South East Asia. Board members spent
time in Singapore, Indonesia and Vietnam, reviewing the
businesses there with the heads of the five regional Business
Units. The increased speed of decision-making – and the
energy this is releasing within the business – was very
apparent.
South East Asia is an important region for Unilever and so
the Board was reassured not only to see how well the new
organisation is working, but also how strongly the region itself
is bouncing back after the challenges of recent years. During
our time in Singapore – one of Unilever’s main strategic hubs
– we also reviewed the global Business Units helping to
support and drive Unilever’s growth. This included Unilever
International, an export-driven business which in just ten years
has become one of the Company’s fastest-growing units,
generating sales of more than one billion euros a year.
Nils Andersen
Chair
Performance
Unilever delivered a very good all-round performance in
2022, among the best in the consumer goods sector. Top-line
growth was strong, in a very challenging macroeconomic
environment, with underlying sales up by 9.0%.
The decision to introduce price increases responsibly, but
early, in the wake of record high input cost inflation proved
to be strategically correct. It enabled the Company both to
protect the overall shape of its performance and continue to
invest in the long-term drivers of growth, including – very
importantly – brand and marketing investment and R&D.
The relatively limited impact of such significant price increases
on the volume of Unilever’s sales is a measure of how well the
Company’s brands are regarded by consumers around the
world. It also reflects the operational excellence shown by the
Company’s supply chain and sales force operations.
On the bottom line, underlying operating profit improved
slightly to €9.7 billion, despite a decline in operating margin
as a result of the very large increases in material inflation,
not all of which could be offset by increased prices and
higher savings.
As part of our commitment to deliver shareholder value, we
announced in 2022 a €3 billion share buyback programme,
to be completed over the course of 2022 and 2023. The first
two tranches were delivered during 2022, worth a total of
€1.5 billion. We also continue to offer shareholders a consistent
and attractive dividend, with a total of €4.3 billion paid out in
dividends in 2022.
The world hasn’t got any easier to navigate since the
challenges of the Covid pandemic and the results for 2022 are
testament to Unilever’s resilience and to the strength and
quality of its brands.
Portfolio transformation
The strategic focus over recent years on Unilever’s core brands,
priority markets and key channels has contributed significantly
to the step-up in performance. The improvement is also a
measure of the actions taken to sharpen Unilever’s portfolio.
Over the last five years, 17% of the Company’s portfolio of
brands has been rotated out of slower growing categories
and into newer and expanding parts of the market.
The completion last year, for example, of the sale of the Tea
business to CVC Partners is helping to transform the growth
profile of Unilever’s Nutrition business, allowing for an even
stronger focus on Scratch Cooking Aids and Dressings, and on
building the Company’s presence further in the fast-growing
area of plant-based foods.
6
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
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Board composition and succession
Looking ahead
In July, we were pleased to welcome to the Board, Nelson Peltz,
whose Trian Partners investment firm is one of Unilever’s top
ten shareholders. Nelson has also joined the Compensation
Committee.
A business figure of international repute, Nelson brings a
wealth of experience to Unilever, particularly in consumer
goods, where he has served on the boards of many of the
sector’s leading companies.
In September, our CEO Alan Jope, announced his intention to
retire from Unilever in 2023 after 38 years with the business,
nearly a third of them spent on the Unilever Leadership
Executive. Alan has given wonderful service and leadership
to Unilever during an exemplary career and the Board has
thoroughly enjoyed working with him.
After an extensive global search, we were delighted to
announce that Hein Schumacher will become the new CEO
of Unilever from 1 July 2023. Hein is currently CEO of Royal
FrieslandCampina, the global dairy and nutrition business.
Since October 2022, Hein has also served as Non-Executive
Director on the Unilever Board, following a search process
that originally began in 2021.
Hein has an excellent track record of delivery in the global
consumer goods industry. He brings exceptional strategic
capabilities, proven operational effectiveness, and strong
experience in both developed and emerging markets. The
Board is looking forward to working with him as CEO as we
work to realise the full potential of Unilever to the benefit
of all our stakeholders.
It is clear that 2023 is going to be another challenging year
for the world economy, with the very real prospect of a global
recession. We don’t know exactly what impact this will have
on consumer spending, but we need to be ready. That means
continuing to price responsibly and expertly, while also being
sure to manage the necessary trade-offs between pricing,
operating margin and competitiveness.
The Company met this challenge well in 2022 and the Board
is confident that Unilever has the resilience to ride out these
inflationary storms and emerge stronger. The priority in 2023
will be to drive organic top-line growth, while continuing to
invest competitively behind the Company’s world-leading
brands. The recent sharpening of the strategy and the changes
to the organisational structure will certainly stand the business
in very good stead.
The extraordinary events of the last few years have presented
enormous challenges in running a business operating in every
corner of the globe. The Board is grateful to the management
team for the very capable way in which they have led the
business through this tumultuous period, and we are full of
admiration for the Company’s 127,000 employees, who –
despite the challenges – have delivered a strong year for
Unilever and its stakeholders.
Section 172 statement
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 62 to 63 and 87 comprise our Section
172 statement. Pages 62 to 63 of our Strategic Report
identifies our key stakeholders and provides examples of
how the business engaged them during 2022, with cross
references to the Review of the Year section for more
detail. Page 87 of our Governance Report details how our
Directors have taken steps to understand the needs and
priorities of these stakeholders when setting Unilever’s
strategy and taking decisions concerning the business,
including by direct engagement or via their delegated
committees and forums. The relevance of each
stakeholder group may vary depending on the matter
at hand.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
7
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Chief Executive Officer's statement
Importantly, growth was broad-based across our five Business
Groups. It was driven by a strong performance from our
biggest brands. With the addition last year of Lifebuoy and
Comfort, we now have 14 brands with a turnover of more than
one billion euros. Together these brands grew 10.9% last year
and now represent a healthy 53% of Unilever’s business.
We also benefited from our strong presence in emerging
markets, which experienced a resurgence after the challenges
of recent years. Although some markets, like Indonesia,
remained under pressure and China continued to be held
back by prolonged Covid lockdowns, in aggregate our
emerging market businesses grew 11.2%. This included strong
performances in the Unilever heartlands of South Asia, South
East Asia, and Latin America.
On profitability, despite the huge increase in our total costs
– only three-quarters of which was recovered through pricing –
we delivered an underlying operating margin of 16.1%, in line
with our guidance. Our absolute underlying profit was up
slightly, to €9.7 billion. Free cash flow was €5.2 billion – a very
robust performance in the circumstances.
Q. As you look back, what were you most
encouraged about in 2022 and what didn’t go as
well as you would have hoped?
We delivered a strong set of results in 2022, but it is the quality
– and consistency – of our performance that gives most cause
for encouragement, and in particular the extent to which it
reflects our strategic choices. Under the Unilever Compass
for Sustainable Growth (pages 4 to 5), we have set out the
categories, brands, markets and channels that are key to
Unilever’s success and which we are prioritising for investment
and growth.
In each case, we are making real headway. For one, we
have a stronger, sharper portfolio. Recent acquisitions and
disposals have helped to position Unilever more effectively
in faster-growing parts of the market, including in Prestige
Beauty and Health & Wellbeing. Our top brands are in great
shape, growing well above the Unilever average and at rates
not seen for many years. Our three biggest markets – the US,
India and China – performed well in very different market
conditions. And under our channel strategy, we are capturing
more than our share of the explosion in digital commerce,
which now represents 15% of Unilever’s business and grew last
year by 23%. In short, the Unilever Compass for Sustainable
Growth is proving to be a winning strategy, one that is backed
up, operationally, by a considerable step-up in the quality of
our execution in the marketplace.
In terms of what could have gone better, the leaking of private
exchanges with GSK and Pfizer about a potential acquisition of
their consumer healthcare business perturbed many investors,
who questioned the size and timing of a deal. Even though we
moved on quickly from the episode – ruling out large-scale
acquisitions for the foreseeable future – we recognise that
rebuilding confidence among shareholders takes time. We are
committed to doing that and have engaged extensively with
investors over the last year on how we intend to drive value
through changes to our portfolio and organisation, as well as
through an increased focus on operational execution.
Q. Last year saw the revamping of Unilever’s
organisational model. What impact do you
expect the new Compass Organisation to have
on business performance?
The scale of the change introduced last year is hard to
overstate. This was the biggest shake-up in Unilever’s way of
operating for many years. It was driven by the recognition that
Alan Jope
Chief Executive Officer
Q. 2022 was a very volatile year for the world
economy. How did this impact Unilever’s
business?
I would characterise 2022 as another volatile year, following
two extraordinary years in 2020 and 2021. Indeed, it was
instructive to see one renowned dictionary, Collins, declare
‘permacrisis’ to be word of the year in 2022, defined as ‘an
extended period of instability and insecurity’.
Certainly, the evidence of instability was all around us.
Lockdowns arising from the Covid pandemic continued to
cast a pall over parts of the world, notably China, home to
Unilever’s third-largest business. The damage and disruption
from the effects of climate change reached new levels.
According to one report, 10 climate-related disasters each
caused more than $3 billion of damage. And the Russian
government’s brutal and senseless invasion of Ukraine not
only brought war to Europe – and untold suffering to the
people of Ukraine – but also amplified an emerging global
energy crisis.
The most obvious – and damaging – economic consequence
of these events for Unilever was soaring material costs, stoking
inflation to levels not seen since the 1980s. Unilever’s own
material cost inflation reached €4.3 billion in 2022 – more than
twenty times what we would normally expect to see. At a time
when consumers are under huge strain, increasing prices to
cover such a large spike in costs needs to be done sensitively,
and responsibly. Pricing also needs to be complemented with
higher levels of productivity savings and efficiencies, thereby
protecting the Company’s ability to invest in growth. Despite
the uncertainties of the last year, I do believe we struck the
right balance when it came to managing pricing, savings,
and investment.
Q. Given this backdrop, how do you assess the
Group’s performance in 2022?
Overall, it was a strong performance. Growth was our number
one priority and we delivered Unilever’s fastest rate of growth
for many years, with underlying sales up 9.0%. Although this
was driven by strong pricing action – with price growth of 11.3%
– the impact on volume growth was modest (down 2.1%). This
speaks to the strength of our brands, as well as to the quality
of our execution in the markets, something we have worked
hard to step-up over recent years.
Our strong underlying performance, combined with the impact
of currency movements (+6.2%), meant Unilever’s turnover was
up by 14.5%, crossing €60 billion for the first time.
8
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
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competing in today’s fast-paced and fragmented marketplace
– where consumers have more choice and higher expectations
– demands greater levels of category expertise and
responsiveness.
Our five Business Groups are the centrepiece of the new
organisation. They are: Beauty & Wellbeing, Personal Care,
Home Care, Nutrition, and Ice Cream. These are each sizeable
businesses, catering to distinct consumer and customer needs
and operating in very different channels. The Business Groups
have the freedom to set their own strategies and allocate
resources, bringing new levels of speed and focus to the way
Unilever operates.
Crucially, the model is also founded on leveraging the power
and scale of ‘One Unilever’ through our highly skilled Unilever
Business Operations team – the systems backbone of the
Company – as well as through the expertise provided by a lean
Corporate Centre.
It is still early days. We are a few months into a transformation
that will take place over two years. However, there is a lot
of enthusiasm for the changes among our increasingly
empowered teams. There are also many examples (featured in
other parts of this report) of faster and more effective decision-
taking. We are also delighted that the business performed very
well in the quarters leading up to, and immediately after, the
launch of the new model on July 1 2022.
In short, the new Compass Organisation represents a modern,
fit-for-purpose operating model that will enable Unilever to
compete even more effectively in the years ahead. Moreover,
by structuring the business around five Business Groups – each
with the potential to grow above Unilever’s historic average –
we are confident that the new organisation can help to
accelerate Unilever’s rate of growth.
Q. How are you progressing towards your
vision of making Unilever the global leader
in sustainable business and demonstrating
how this drives winning performance?
Our commitment to sustainability comes with an unwavering
determination that it contributes to strong value-creation.
It was good to see a number of leading surveys rank Unilever
as the global leader in sustainability again last year, most
notably the GlobeScan SustainAbility Leaders Survey,
the largest of its kind. We were also pleased to top the
Responsibility 100 Index, a considered assessment of how
FTSE 100 companies are living up to their sustainability
commitments.
However, while these surveys cement Unilever’s reputation as
a leader in sustainability, the real test comes in being able to
commercialise the investments we have made and show that
sustainable business is a pathway to better performance.
The business case relies on being able to demonstrate four
things – that sustainable business drives growth, reduces cost,
lessens risk and acts as a magnet for talent. On each of these
dimensions, there is mounting evidence to support the case:
■ On growth, our own experience confirms that purpose is
a catalyst for growth when it builds on the prerequisites
of great product performance and good value. The
performance of some of our largest and most purposeful
brands, such as Hellmann’s, OMO and Rexona which all
grew double-digit in 2022, supports this.
■ On cost, while we often have to invest to drive the transition
to a sustainable business, cost efficiencies are increasingly
visible. Since 2008, we have avoided costs of around
€1.5 billion from energy and water efficiency measures
in our factories.
■ On risk, for a business whose operations are reliant on water
– and where nearly 40% of manufacturing sites are in water-
stressed areas – it makes business sense to have water
stewardship programmes in the most affected areas, like
India, where 1.9 trillion litres of water have already been
conserved.
■ And, finally, on talent, internal surveys show that our
commitment to purposeful business is a key factor in why
high-performing people stay with the Company. It also
helps to explain why we are the industry employer of choice
in 16 of our top 20 markets.
To strengthen the business case further and provide greater
focus to our sustainability efforts, we have called out four
areas that will define our corporate priorities in the period
ahead: accelerated action on climate change; reducing our
plastic footprint; regenerating nature and agriculture; and
raising living standards in our value chain, including through
the implementation of a living wage. See pages 32 to 41 for
further details of our progress.
While increasing numbers of people acknowledge the
correlation between sustainable business and improved
performance, some are yet to be convinced. The onus remains
firmly on us to go on making the case and demonstrating the
connection.
Q. Looking ahead, how do you assess the
external trading environment and what are
your key priorities for the business in 2023?
Unfortunately, we expect the lack of macroeconomic stability
to continue into 2023, and while inflationary pressures
are likely to ease later in the year, inflation will remain
at historically high levels for some time to come, with all
the attendant consequences for consumer confidence
and spending.
We are not daunted by this. As we demonstrated last year,
Unilever is a resilient business, well versed to operating in
volatile and high inflation markets. We have a clear set of
priorities and objectives to guide us.
Growth will be our number one priority, driven by investments
in the key elements of Unilever’s compounding growth model
– brand support, R&D and capital expenditure. With cost
pressures remaining at historically high levels, our focus will
be on striking the right balance of price increases and savings
delivery, commensurate with protecting our volumes and
improving Unilever’s competitiveness.
We will go on navigating these challenging conditions while
putting in place the strategic, operational and organisational
pillars necessary for long-term success and value creation.
We had a strong end to last year and are firmly fixed on
carrying that momentum into 2023. Despite the tough
environment, we are cautiously optimistic. It is an optimism
borne of the incredible efforts again last year of Unilever’s
dedicated and hard-working employees, as well as the
millions more who make up our extended value chain, who it
has been the greatest honour to lead and work alongside.
From a personal perspective, in my remaining time with the
Company, I am determined to see through the important
changes we have been making to Unilever, and which –
increasingly – we see reflected in the Company’s performance.
I will continue to work tirelessly to leave the business in good
shape for my successor, Hein Schumacher, who I am confident
will take Unilever to new heights in the years ahead.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
9
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Group Financial Review
Strong sales growth and continued progress against strategy.
The operating environment in 2022 was challenging from
a geopolitical standpoint and saw record levels of inflation.
We continued to serve consumers in these challenging times
with our focus on operational excellence. We also rewired
the organisation into a simpler, more category-focused
operating model with sharper domain expertise and end-to
-end accountability across our newly created five Business
Groups – Beauty & Wellbeing, Personal Care, Home Care,
Nutrition and Ice Cream.
Growth and margins
Against this backdrop, the Group generated turnover of
€60.1 billion, operating profit of €10.8 billion, net profit of
€8.3 billion and free cash flow of €5.3 billion during the year.
Turnover increased 14.5% while underlying sales growth was
9.0%. There was a negative impact of 1.0% from acquisitions
and disposals and a positive currency impact of 6.2% driven
by strengthening of currencies in our key markets such as the
US, Brazil, India and China. Growth was broad-based across
each of our five Business Groups.
Input cost inflation continued to accelerate and reached
record levels in 2022. We stepped up our pricing action
decisively, delivering underlying price growth of 11.3%, the
highest in the past 10 years. This had, as expected, some
negative impact on volumes, with underlying volume growth
declining by 2.1%.
Our one billion euro plus brands, accounting for 53% of Group
turnover, delivered underlying sales growth of 10.9% (see page
11). Our digital commerce(a) sales footprint continues to grow
and now represents 15% of our overall sales. The US and India,
two of our key growth markets, grew at 8.0% and 15.6%
respectively. China declined by 1.3% as it was affected by
pandemic-related restrictions.
In emerging markets, underlying sales grew by 11.2%, with
a 13.5% contribution from price and volumes down by 2.0%.
South Asia grew strongly through both price and volume.
High inflation in Latin America led to high pricing action and
volume contraction. China declined slightly as it was affected
by pandemic-related restrictions. South East Asia achieved
double-digit price growth with flat volumes. Turkey delivered
high single-digit volume growth in a very inflationary
environment. Developed markets underlying sales grew by
5.9%, with 8.4% from price and (2.3)% from volumes. Volumes
declined in Europe and North America in the wake of the
pricing action. North America also faced service issues due
to labour shortages across factories.
2022 saw a step-up in growth
underpinned by pricing agility,
disciplined capital allocation
and a more category-focused
and accountable organisation.
Graeme Pitkethly
Chief Financial Officer
Operating profit was €10.8 billion which included €2.3 billion
of profit from the sale of our Tea business(b) and €1.2 billion
of other non-underlying items, the most significant being
restructuring costs of €0.8 billion including costs related to
the setup of the new organisation structure.
Underlying operating profit was €9.7 billion, up 0.5% versus the
prior year. Underlying operating margin decreased by 230bps.
Gross margin decreased by 210bps reflecting the significant
inflation in raw material, packaging, processing and
distribution costs globally. We continued to invest behind our
brands with a step-up in brand and marketing investment of
€0.5 billion in constant exchange rates, contributing 10bps to
underlying operating margin. Overheads increased by 30bps
largely due to investments in capabilities to drive growth and
increased scale of our Prestige Beauty and Health & Wellbeing
businesses.
Cash, capital allocation and earnings
We generated free cash flow of €5.2 billion, including
€0.3 billion of tax paid relating to the separation of the Tea
business. This represents cash conversion of 97%.
We announced a share buyback programme of €3 billion to be
completed over 2022-23. We completed the first two tranches
during the year and repurchased shares worth €1.5 billion.
Dividend payments were maintained in line with prior year
at €4.3 billion.
Diluted earnings per share were €2.99, a 29% increase versus
prior year. Excluding the impact of the gain on disposal of
our Tea business and other non-underlying items, underlying
earnings per share were €2.57, a reduction of 2.1% versus the
prior year. The reduction was driven by higher finance cost on
the back of increasing interest rates and a higher tax charge
due to country mix and other one-offs. This was partially offset
by a reduction in number of shares as a result of the share
buy-back programme.
Portfolio reshaping
We continued on our journey of pivoting the portfolio towards
higher growth businesses. On 1 July 2022, we completed the
sale of our global Tea business to CVC Capital Partners Fund
VIII for €4.5 billion on a cash-free, debt-free basis. Our recent
acquisitions, Paula’s Choice and Nutrafol, which we acquired
in 2021 and 2022 respectively, stepped up our presence in the
high growth spaces of Prestige Beauty and Health & Wellbeing.
More details on acquisitions and disposals are in note 21 on
pages 198 to 201.
Looking ahead
We have confidence that our strategic priorities and our new
simpler category-focused organisation position us well to
deliver sustainable long-term growth and shareholder value.
(a) Digital commerce sales are defined as online sales made by Unilever to our
consumers or customers either directly or through platforms as well as an
estimate of our brands' sales through our customers' own websites.
(b) Excluding our Tea business in India, Nepal and Indonesia and our interests in
the Pepsi Lipton ready-to-drink Tea joint ventures and associated distribution
businesses.
10
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
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Unilever Group performance highlights
Turnover
Underlying sales growth
€60.1bn
€50.7bn
€52.4bn
% Underlying sales growth
■ Underlying price growth
■ Underlying volume growth
9.0%
€0
2020
2021
2022
0% -
-
4.5%
0.3%
1.9% •
--
1.6% •
2020
2022
-2.1%
2021
1.6%
Contribution of our €1bn+ brands
Dove
-
✓ 1\CJMO
Rexona
@I
~ ©)
WALL'S
RXE
-
.
~-
Operating
margin
Underlying
operating margin
Free cash flow
Diluted earnings
per share
10.9%
Underlying sales
growth
53%
of Unilever
turnover
Underlying
earnings per
share
17.9%
16.1%
€5.2bn
€2.99
€2.57
2021: 16.6%
2021: 18.6%
2021: €6.4bn
2021: €2.32
2021: €2.62
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
11
Business Group Review: Beauty & Wellbeing
Beauty & Wellbeing
We are a global player in the fast-growing beauty, health and
wellbeing market. Our Business Group is home to global brands
like Dove and Vaseline, as well as our Prestige Beauty and Health
& Wellbeing brands which include Paula's Choice and Liquid I.V.
Highlights
Our Hair Care and Skin Care
categories delivered price-led
growth with modest decline
in volumes.
Health & Wellbeing and Prestige
Beauty grew double-digit.
Continued focus on scaling
superior science and technology
through our brands.
Acquired a majority stake
in Nutrafol, building on our
expertise in beauty and hair.
Beauty & Wellbeing performance
Turnover growth
Turnover
Operating margin
€12.3bn
2022
20.8%
2021
-
2020 -
2022
2021
2020
17.6%
21.1%
19.2%
Underlying sales growth
Underlying operating margin
2022 -
2021 -
2020 •
2022
2021
2020
18.7%
22.1%
20.4%
12
Unilever Annual Report and Accounts 2022 | Strategic Report Review of the Year
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Business Group Review: Beauty & Wellbeing
Purpose. Science. Desire.
Beauty & Wellbeing represents 20% of Unilever’s total
turnover and 24% of its underlying operating profit. We
are focused on delivering high growth across four key
categories and investing in portfolio transformation. We
have a strong Hair Care portfolio which is contesting for
global leadership and our Skin Care portfolio is particularly
strong in Asia. Our newest categories are Prestige Beauty
and Health & Wellbeing, both of which have a strong
presence in the US with potential for global expansion.
Our Business Group strategy is inspired by a simple but
powerful mantra: ‘Purpose. Science. Desire.’ This means
creating purposeful and meaningful brands that positively
impact people and planet, using cutting-edge science
and technology for superior products, and increasing the
desirability of our brands to make them relevant and timeless.
We believe that the combination of all three will help us
unlock consistent growth and competitiveness.
Several industry trends are informing our strategy including
the demand for authenticity and inclusive beauty, consumers
continued search for science-backed hero products that
deliver transformational results, and the blurring of 'beauty'
and 'wellbeing'. All of these trends drive premiumisation and
make the economics of digital commerce and specialist
channels attractive.
Growing our global brands
Our core global Hair Care and Skin Care brands, which
include Dove, Vaseline, Sunsilk, CLEAR, TRESemmé, Pond's
and Glow & Lovely, make up half of our turnover and are key
to accelerating value creation. We are focused on growing
these brands by channelling investment to our most important
markets.
This year we launched several new premium lines, supported
by superior science and technology, and we are now scaling
these leading technologies through our brands. Dove Hair
Therapy, for example, is now available in multiple markets
globally and includes patented Fibre Shield Advance Repair
technology that delivers superior conditioning, surface repair
and protection. And our Vaseline brand's Gluta-Hya range,
which includes day and night protect and repair variants, has
been successful in a number of South East Asian markets.
We are working closely with our retail partners to strengthen
our strategic category partnerships. For example, in the US we
have been selected as a Walmart ‘Category Captain’ across
several Hair Care subcategories in order to help accelerate
their overall category growth.
The new Compass Organisation has empowered our Business
Group to make strategic choices which improve growth and
profitability of our brands. For example, we have been able
to remove cost from the business by reducing more than
200 fragrances used across our shampoos.
-
In 2022, we invested in our
fastest-growing brands and
markets, setting a strong
foundation for us to deliver
consistent growth ahead of
the market in four categories,
while shifting our portfolio
into premium products and
fast-growing channels.
ke Faber
Fernando Fernandez
President, Beauty & Wellbeing
Scaling Prestige Beauty and Health & Wellbeing
Another key part of our transformation is scaling our Prestige
Beauty and Health & Wellbeing categories which include many
of our recently acquired businesses – the result of a disciplined
and selective approach to capital allocation. Our Prestige
Beauty brands contributed €1.2 billion in turnover in 2022. The
Unilever Prestige Beauty skincare and colour cosmetics
portfolio in the US has been growing at twice the market rate.
Digital commerce has been growing strongly, accounting for
about half of all Prestige Beauty portfolio sales. Our Prestige
Beauty business in China grew strongly and is now our third-
biggest Prestige Beauty market, with brands such as Hourglass
performing well thanks to its launch in specialised beauty
retailer, Sephora.
Paula’s Choice continued its growth in direct-to-consumer
channels, building on its successful launch into Sephora last
year. Meanwhile, our Japanese rituals skin care brand Tatcha
continued its expansion into new markets including the UK.
Health & Wellbeing is a key growth space of the future,
as consumers increasingly turn to vitamins, minerals and
supplements (VMS). Our lifestyle-led, science-driven Health
& Wellbeing brands contributed €1.3 billion in turnover. Liquid
I.V. is our biggest Health & Wellbeing brand and the number
one powdered hydration brand in the US. It continues to grow
and has quadrupled in size since acquisition, thanks to strong
retail partnerships and a step-up in marketing.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
13
- Business Group Review: Beauty & Wellbeing
OLLY also expanded its range in 2022 with new gut-friendly
products, such as Fiber Gummy Rings and Keep it Movin'. In
2022, we acquired a majority stake in Nutrafol, a premium
brand which offers a range of clinically tested, physician-
formulated products designed to address thinning hair and
compromised hair health for women and men. We are well
placed to add value to this business, building on our expertise
in beauty and hair.
Leading on purpose
Our consumers want brands that not only deliver great results,
but that also promote inclusive beauty, healthy lifestyles and
speak to their personal identities. Our biggest brand Dove has
been driving a pioneering purpose agenda for a number of
years – read more about Dove on page 17. Vaseline also has a
long-term commitment to providing access to skin health care.
This year, Vaseline created the award-winning 'See My Skin'
database, in partnership with Hued and dermatologists of
colour who understand melanin-rich skin care needs.
Our other brands are continuing to place purpose and
sustainability at the core of their propositions, often guided
by their original founder’s social mission. Dermalogica, for
example, is providing skills-based training, education and
scholarships to maximise the growth potential of the
professional skin therapists who work with the brand. And
Shea Moisture – a vocal advocate for advancing economic
equity through supporting Black entrepreneurship – continues
to invest in securing a sustainable supply of organic shea
butter, working with cooperatives in West Africa which
empower women and their families. Read more about the
work of Shea Moisture in its 'Wash, Wealth, Repeat' 2022
Impact Report.
Performance in 2022
Turnover increased by 20.8%. Underlying sales growth was
7.8%. There was a net positive impact of 3.7% from acquisitions
and disposals driven by Paula's Choice and Nutrafol, and a
favourable currency impact of 8.1% driven by the strengthening
of currencies in key markets such as India, China and the US.
Our Hair Care and Skin Care categories delivered price-led
growth with modest decline in volumes. Growth was
competitive supported by a continued step-up in brand and
marketing investments. Both Health & Wellbeing and Prestige
Beauty grew double-digit. Health & Wellbeing’s growth was
propelled by Liquid I.V., on the back of increased distribution
and awareness. Prestige Beauty delivered another year of
consistent and competitive growth despite a shift from digital
commerce to bricks and mortar in 2022.
Emerging markets led growth through pricing with a slight
volume decline. Latin America and South Asia grew double-
digit. North Asia declined marginally driven by the Covid
lockdowns in China, which ended in December 2022.
Developed markets grew single-digit with North America
leading the growth driven by premium portfolio and digital
commerce. Europe grew modestly through price, while
volumes declined as the competition increased in Hair Care.
Operating profit was €2.2 billion, which was flat compared
to the prior year despite record high inflation and a step-up in
brand and marketing investment. This was driven by a focus on
savings and positive mix as the contribution of gross margin-
accretive Prestige Beauty portfolio increased. Non-underlying
items were €138 million, mostly driven by restructuring spends.
Underlying operating profit increased slightly to €2.3 billion.
€1.2bn
Turnover from Prestige Beauty brands.
14
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Personal Care
Personal Care
We are one of the world's leading Personal Care businesses by
turnover, with a portfolio of strong global brands such as Dove,
Rexona, Lux and Pepsodent that deliver personal hygiene, self-care
and confidence to consumers all over the world.
Highlights
Skin Cleansing grew high single-
digit with strong pricing offset by
volume decline.
Deodorants held volumes despite
robust pricing, delivering double-
digit growth.
Oral care grew high single-digit
driven by pricing.
Stepped up innovation execution,
focusing on our biggest global
brands.
Personal Care performance
Turnover
Turnover growth
Operating margin
€13.6bn
15.9%
2022
2021
2020
-2.3% I
-0.3% I
2022
2021
2020
16.6%
19.9%
21 .3%
Underlying sales growth
Underlying operating margin
2021
2022 -
2020 •
I 0.3%
2022
2021
2020
19.6%
21 .3%
22.7%
Unilever Annual Report and Accounts 2022 | Strategic Report Review of the Year
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15
- Business Group Review: Personal Care
Asserting our Leadership.
Growing with our customers
The biggest channels for our Personal Care business are
hypermarkets and supermarkets in developed markets, and
smaller proximity stores in emerging markets which serve local
neighbourhoods. We partner with our key customers to create
category growth opportunities through these channels. Dove,
for instance, has been working with retailers to commercialise
its purpose agenda, bringing its pioneering work on self-
esteem and inclusion into stores and online.
Sales through digital commerce grew 21.7% and accounted
for 12.6% of Personal Care turnover. China is our biggest
digital commerce business with 52% of sales through digital
commerce platforms and video-sharing apps – driven by
a focus on our premium Skin Cleansing brands, Dove and Lux.
Personal Care is a large and
attractive market, in which we
hold strong leading positions
with some of the most powerful
brands in the industry.
Fabian Garcia
President, Personal Care
Personal Care represents 23% of Unilever’s total turnover
and 28% of underlying operating profit. We are organised
to deliver growth through three key categories and seven
core brands, which represent the majority of Personal
Care's turnover. We have global market-leading positions
in Skin Cleansing and Deodorants, and in Oral Care we are
number four globally.
Consumers are now looking for better defences against
lifestyle and environment challenges as well as products
which offer additional functional benefits – such as enhanced
protection against odour and wetness, body hygiene and
care, and protection against tooth decay. Our Personal Care
strategy harnesses our world-class innovation capabilities
to meet these needs, aiming to deliver superior products
and experiences, which are accessible to the mass
consumer market.
Our new structure enables us to take decisive actions to unlock
funds which are reinvested into the business for profitable
growth. For example, we have significantly streamlined how
we work with collaborative third-party manufacturers.
Making our portfolio more premium
Innovation is key to growing our category leadership position
and underpins our approach to premiumisation. This year,
we stepped up our innovation execution, focusing on our
biggest global brands. Rexona is an example of our innovation
and epitomises this approach. Following a successful launch
last year, its patented 72-hour non-stop sweat and odour
protection deodorant – the first of its kind – is now available
in 46 markets thanks to a concerted marketing campaign
emphasising product superiority. This helped the brand grow
double-digit in 2022.
We see a big growth opportunity in the area of beauty
enhancing products with the wide availability of cutting-edge
beauty ingredients and crossover of skincare regimes into
daily personal care routines. We are well placed to lead in
this trend with our brands and through products such as Dove
Even Tone antiperspirant deodorant which offers 48-hour
sweat and odour protection, as well as helping to restore
underarm skin to its natural tone.
We believe Skin Cleansing has growth potential in both
developed and emerging markets – powered by our largest
brands such as Dove, which relaunched Dove Body Wash with
microbiome nutrient serum. In India, our focus this year has
been on strengthening our premium Lux range – such as soap
bars for glowing skin, enriched with vitamin E and jasmine
extract. We are also premiumising our Skin Cleansing portfolio
in China through liquid formats such as the relaunched
Lux Botanicals Body Wash, offering 24-hour long-lasting
fragrance, as well as self-foaming body cleansers and
bath products.
16
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Personal Care
-
Making a positive impact
Performance in 2022
Our biggest brands combine product superiority and strong
purpose agendas with high consumer appeal. Lifebuoy
is one of several brands which has a long track record of
improving health and wellbeing through large-scale targeted
interventions. In 2022, it reached 647 million people through
powerful TV commercials that are proven to help improve
hand hygiene behaviour. These complement Lifebuoy’s long-
standing behaviour-change programmes that are reaching
children and mothers at scale in around 30 countries. Lifebuoy
now also gives consumers in Asia access to free consultations
with doctors and health advice via digital telehealth apps
on their smartphones.
Pepsodent has a long-term commitment to promoting
toothbrushing. This expanded in 2022 with the launch of its
teledentistry initiative in Indonesia and Vietnam, offering
access to free dental advice and dentist consultations via
mobile. Meanwhile, our Rexona brand's Breaking Limits
programme is taking an inclusive approach to sport and
physical activity to build young people’s confidence to
move more. It is now live in five of our key markets.
For nearly two decades, Dove has been providing pioneering
body confidence programmes for young people around the
world that have been proven to have a positive impact on
self-esteem. Dove is now using digital channels to expand its
reach and this year launched the Real Virtual Beauty Coalition
to encourage developers to create a healthier, more diverse
representation of women and girls in video games.
We are also addressing a number of important issues as part
of Unilever's wider environmental agenda – including plastic
packaging (pages 32 to 33), climate change (page 37),
sustainable palm oil (page 32), and protecting and
regenerating nature (page 32).
Turnover increased by 15.9%. Underlying sales growth was
7.9%. There was a favourable currency impact of 7.4% driven
by the strengthening of currencies in key markets such as the
US, Brazil, India and China.
Skin Cleansing grew high single-digit with strong pricing offset
by volume decline. Growth was broad-based across markets
and brands, further strengthening market leadership.
Deodorants held volumes despite robust pricing, delivering
double-digit growth, with continued premiumisation and
higher brand and marketing investment. Oral care grew high
single-digit driven by pricing. Elida Beauty declined volumes
in the face of pricing action and supply constraints. Dollar
Shave Club, whilst marginally profitable, continued to decline
in a competitive market.
Emerging markets grew double-digit on the back of decisive
pricing action, with competitors now catching up. In developed
markets, North America grew mid-single-digit with declining
volumes, despite service challenges as multiple resilience
actions such as alternative sourcing and factory efficiency
enhancements were rolled out at speed. Europe grew by
mid-single-digit driven by pricing, with volumes declining
as consumers were hit hard by very high inflation levels.
Operating profit was €2.3 billion, a decrease of 3.1% compared
to the prior year. Non-underlying items were €415 million,
primarily driven by restructuring costs and a €192 million
impairment related to Dollar Shave Club. Underlying operating
profit was €2.7 billion, an increase of 6.9% despite extreme
inflation, through savings and mix benefit as the margin-
accretive Deodorants business increased its contribution.
647m
People reached by Lifebuoy in 2022 through
TV commercials proven to help improve hand
hygiene behaviour.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
17
Business Group Review: Home Care
Home Care
We are a global business with leading household cleaning and
laundry brands such as OMO*, Sunlight, Comfort and Domestos.
Our aim is to offer products that are superior, sustainable and
great value.
Highlights
Fabric Cleaning saw double-digit
competitive growth, driven by
pricing which was slightly offset
by volume decline.
Fabric Enhancers grew high single-
digit led by price with some volume
decline.
Home & Hygiene grew by low
single-digit with high pricing offset
by volume decline.
Our innovation programme Clean
Future continued to inspire winning
innovations to the mass market.
Home Care performance
Turnover
Turnover growth
Operating margin
€12.4bn
2022
17.3%
2021
, 1.1%
2020 -3.4% .
2022 -
2021
-
2020 -
Underlying sales growth
Underlying operating margin
2022 -2021 •
2020 •
2022 -2021 -2020 -
* Also known as Dirt Is Good, Persil and Skip.
18
Unilever Annual Report and Accounts 2022 | Strategic Report Review of the Year
–
Business Group Review: Home Care
Clean Home. Clean Planet.
Clean Future.
Home Care represents 21% of Unilever’s total turnover and
14% of underlying operating profit. We are organised to
deliver growth and margin across four key categories: Fabric
Cleaning, Fabric Enhancers, Home & Hygiene and Water &
Air. We have a portfolio of strong global brands, a global
geographical footprint and two years of consecutive market
share growth. Our strength is in emerging markets where we
lead the industry through market development.
We see potential for our portfolio in our key emerging markets
such as India, Brazil and China, where urbanisation is driving
demand for household products. In Europe, we continue to
innovate premium formats such as laundry and dishwasher
capsules to meet evolving consumer needs. Clean Future is
a critical part of our growth strategy – guiding our approach
to innovation, product superiority and sustainability.
Creating value from our premium portfolio and
new channels
Premiumisation is at the core of our strategy. We have seen in
India the value this has created over the last decade, with our
focus on market development to shift consumers from laundry
bars and laundry powders to premium powders and laundry
liquids. As a result, Home Care turnover in India has more than
doubled and profitability has increased from 14% to 19%.
In China, we are positioning our Fabric Cleaning portfolio
to capitalise on the premiumisation opportunity – such as
investing in the high-margin laundry capsules market and
cleaning sprays. Laundry fragrance beads are another
premium product with growth and margin potential, offering
a high concentration of fragrance and convenience to
consumers. We launched Comfort Fragrance Beads in China in
2020 and despite being a newcomer in this space with multiple
competitors, we have delivered the fastest growth of market
share over the past two years. Digital commerce, which now
accounts for 17% of Home Care sales, is a key channel for
our premium products – like fragrance boosters and laundry
capsules – especially in countries such as China, the US and
UK where digital penetration is high.
We have also continued to expand our presence in the
professional cleaning market through Unilever Professional
(UPro), which offers a portfolio of premium products tailored
to the needs of small and medium-sized operators in the
laundrette, hospitality and food services sectors. Leveraging
the power of our Home Care brands and expertise to tap into
an industry white space, UPro is now present in 45 markets
and grew by 32% in 2022, doubling its turnover in three years.
Powered by science and technology
Home Care has increased investment in R&D for the last two
years, principally through Clean Future which is our innovation
programme – and above all a growth strategy. Clean Future
uses technology to drive next level product superiority and
sustainability, while keeping costs competitive through
reformulations. We codify this approach through all our Home
Care brands, driving innovations in fragrance, biotechnology,
packaging and eco-design.
-
Clean Future continues to inspire winning innovations to the
mass market. In France, we introduced Skip 3-in-1 laundry
capsules in cardboard packaging, with fast dissolving speeds
and more biodegradable active ingredients which work in
short cycles and cold water – saving consumers up to 60%
energy per use. Sunlight dishwash was launched with a new
formula in 2022 in Thailand and now includes plant-based
cleaning agents which not only deliver on performance by
foaming and cleaning, but also make the formulation 99%
biodegradable and 79% renewable.
A key part of our Clean Future agenda is our progress towards
net zero. This requires replacing fossil-fuel-derived cleansing
ingredients that are integral to the formulations of our
products and diversifying the sources of plant-based carbon.
This year, we invested in a €115 million ($120 million) joint
venture with Genomatica, a US-based leader in biotech and
sustainability, to research, develop and scale cost-effective
plant-based ingredients. These alternative ingredients will
help us to future-proof our portfolio by diversifying our supply
chains for vital ingredients while offering more sustainable
choices to the consumer.
Convenient formats such as refills, dilutable bottles and
concentrates represent another growth opportunity and
we continue to roll out these formats. For example, after
a successful launch in Brazil, we launched dilute-at-home
products through our Ala (OMO) brand in Argentina – offering
convenience, value and at the same time reducing our use
of plastic.
Most consumers choose
Home Care products for their
performance. Clean Future
is our strategy to deliver
unmissable product superiority
at an affordable price whilst
stepping up the sustainability
of our business. This strategy
has served us well in 2022.
anneke
Peter ter Kulve
President, Home Care
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
19
- Business Group Review: Home Care
Performance in 2022
Turnover increased by 17.3%. Underlying sales growth was
11.8%. There was a favourable currency impact of 4.9% driven
by strengthening of currencies in key markets such as India,
Brazil and China.
Fabric Cleaning saw double-digit competitive growth, driven
by pricing which was slightly offset by volume decline. Fabric
Enhancers grew high single-digit led by price with some
volume decline, despite the impact of Covid lockdowns in our
biggest market, China. Home & Hygiene grew by low single-
digit with high pricing offset by volume decline. Water & Air
sales declined, as the US air market slowed down following
rapid expansion in the last few years and increasing
competition in digital commerce channels.
Emerging markets growth was led by a strong delivery in
South Asia and Latin America. India grew volumes despite
high pricing, driven by product superiority and market
development actions. Developed markets witnessed a decline
as consumers tightened their spending and competitive
pressures stepped up.
Operating profit for the year was €1.1 billion, a decline of
17.8% compared to the prior year. Non-underlying items were
€280 million, mostly driven by restructuring spends. Underlying
operating profit was €1.3 billion, a decline of 5.2% compared to
the prior year. This was driven by high input cost inflation which
was partly offset by pricing and savings.
€4bn
Dirt is Good contribution to Unilever turnover in 2022.
Brands with purpose
Our Home Care brands recognise the role that purpose
combined with product superiority plays in competitiveness.
Dirt Is Good, which contributed €4 billion in turnover during
2022, continues to inspire young people to take action on
environmental and social causes.
Domestos has been campaigning for cleaner, safer toilets for
a number of years and continues to proudly communicate this
on-pack and through its marketing. Its Cleaner Toilets Brighter
Future programme is helping schools to maintain their
facilities, so they are safe and accessible, while also providing
materials that teach children correct toilet behaviour for better
hygiene. Its partnership with UNICEF in India tackles access to
safe toilets across 15 states.
20
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Nutrition
Nutrition
We are one of the world’s largest foods businesses, and home to
Knorr and Hellmann’s which account for 50% of our turnover. Our
portfolio also includes Horlicks, The Vegetarian Butcher, and local
brands such as Bango, Unox, Kissan and Marmite. Unilever Food
Solutions serves food operators across the globe.
Highlights
Scratch Cooking Aids delivered
mid-single-digit growth.
Dressings and Plant-Based Meat
both grew high double-digit.
Tea and Functional Nutrition
delivered broadly stable sales.
Continued focus on core products
that win consumer preference on
taste as well as health and
sustainability.
Operating margin
2022
2021
16.1%
2020
16.3%
32.4%
Nutrition performance
Turnover
€13.9bn
2022
2021
2020
Turnover growth
..
II
I 0 .7%
Underlying sales growth
Underlying operating margin
2022 -
2021 -
2020
.1 .8 %
2022
2021
2020
17.6%
19.3%
18.9%
Unilever Annual Report and Accounts 2022 | Strategic Report Review of the Year
–
21
- Business Group Review: Nutrition
A World-class Force for
Good in Food.
Nutrition represents 23% of Unilever’s total turnover and
25% of underlying operating profit. We are organised
to deliver growth across six key categories: Dressings,
Functional Nutrition, Healthy Snacking, Plant-based
Meat, Scratch Cooking Aids and Tea. Unilever Food
Solutions serves food operators and accounts for
approximately one fifth of Nutrition's turnover. We have
a global geographical footprint with 55% of Nutrition's
turnover generated in emerging markets.
Our ambition is to be a ‘World-class Force for Good in Food’,
delivering competitive growth with sequential margin
improvement. A number of consumer trends are driving
our business: the post-Covid scratch cooking renaissance,
a growing interest in healthy, more conscious living and
eating, and rising expectations around convenience. Our
strategy sets out clear choices in response to these trends.
Focusing on our core brands
We are well positioned for growth following a major portfolio
transformation over the past four years, most recently through
the sale of our Tea business to CVC Capital Partners Fund VIII.
We are now focused on delivering ‘holistic product superiority’
– creating products that win consumer preference on taste
as well as health and sustainability. Tests against competitor
products performed during the year showed that 89% of the
evaluated portfolio (representing about half of Nutrition’s
previous year turnover) was holistically superior.
Hellmann’s enjoyed another year of high double-digit growth
in 2022 by focusing on its core mayonnaise range and newer
variants such as Hellmann’s Vegan, while also continuing to
drive its food waste reduction agenda through high-impact
advertising. A good example of this was its 2022 Super Bowl
campaign in the US, with 6.6 billion earned media impressions.
The US was Nutrition's largest market in 2022 and grew
double-digit.
Knorr also delivered robust growth in 2022, thanks to a focus
on its core segments of bouillons and seasonings. New plant-
based products such as Rinde Más, an alternative protein
range launched in Latin America last year and in several
European markets this year, are offering consumers more
choice. Knorr continued its work on regenerative agriculture
in 2022 – see page 36 for more.
The new Compass Organisation is already unlocking cost
savings, growth and profitability in Nutrition. For instance, we
were able to significantly increase marketing investment in the
fourth quarter of 2022 in line with our Business Group priorities,
which helped us to step up competitiveness during the high
consumption winter season. We have also been able to take
more decisive and longer-term action on our portfolio by
delisting or discontinuing products which are no longer
performing, even if this means a short-term market share loss.
Nutrition is a transformed
business. We have step
changed our growth through
portfolio transformation
and the strong growth of our
brands, most notably our two
global power brands Knorr
and Hellmann's.
Hanneke Faber
President, Nutrition
Growing our tea business
We are now focusing on our remaining tea portfolio in India,
with an offering that ranges from affordable loose tea to
premium and speciality teas. Our largest tea brand is Brooke
Bond which includes a number of tea varieties to meet the
needs of different consumers. For example, Taaza continued
its market development drive to upgrade consumers from
loose to packaged tea, while specialist products such as
Brooke Bond Natural Care offer clinically proven functional
benefits.
Expanding our plant-based portfolio
We are committed to offering more plant-based meat
substitutes and dairy alternatives, which was reflected in our
€1 billion plant-based sales goal announced in November
2020. To better reflect our plant-based strategy and
sustainability agenda, we have broadened the scope of the
original goal to include plant-based products in categories
which have traditionally used animal-derived ingredients,
such as bouillons. Hence, to reflect this change we have now
revised our goal to achieve sales of plant-based products to
€1.5 billion per annum by 2025. In 2022, Unilever Nutrition and
Ice Cream achieved €1.2 billion in sales from the plant-based
products in scope.
22
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Nutrition
For the second year running, we were named by Investor
Network FAIRR as the leader in its 2022 benchmark of
companies using protein diversification to drive growth and
build climate-aligned portfolios. The Vegetarian Butcher
grew high double-digit, capitalising on partnerships with
quick service restaurants such as Starbucks, Subway,
Dominos, and Burger King – where we were named Global
Direct Supplier of the Year.
Working with customers
We are working closely with our retail customers, and
continued a number of successful partnerships with retailers –
such as with Dutch retailer Albert Heijn to encourage plant-
based eating.
Digital commerce is a growing channel and now accounts
for 10% of Nutrition's sales, with business-to-business digital
commerce a key growth driver in 2022, notably in Unilever
Food Solutions. Unilever Food Solutions' growth was helped by
the continued digitisation of our customer experience, which is
allowing us to connect with more food service operators more
frequently, as well as through affordable and convenient
products designed for professional kitchens – such as Knorr
potato flakes which make rich and creamy mashed potato in
just three minutes.
We have stepped up our focus on content to drive conversion,
such as linking to recipe inspiration – a key motivator for
consumers to try a new product. We now have 35,000 recipes
for our products which we host in online recipe platforms
across multiple key markets, in partnership with our customers.
Boldly healthier, more sustainable
As a global player in the food industry, we have a responsibility
to increase the nutritional value of our products through
reformulation. See page 33 for more on our positive nutrition
agenda.
Horlicks further strengthened its leadership market share
position in India in the health food drinks space. After the
contraction of the market over the last few years due to
lockdowns and increasing milk prices, we are working to
rebuild consumption levels through market development,
such as the launch of a convenient and affordable ‘Ready Mix’
range and through door-to-door sampling. In 2022, Horlicks
distributed over 30 million product samples in India.
As well as our commitment to regenerative agriculture (page
32) and plant-based foods (page 36), we are contributing to
Unilever's waste-free world agenda through our actions on
plastic packaging (pages 32 to 33) and food waste (page 36).
-
Performance in 2022
Turnover increased by 6.1%. Underlying sales growth was 8.6%.
There was a negative impact of 6.9% from acquisitions and
disposals, following the sale of the Tea business. There was a
favourable currency impact of 4.9% driven by the strengthening
of currencies in key markets such as the US, India and China.
Scratch Cooking Aids delivered mid-single-digit growth, driven
by high pricing which was partly offset by volume decline.
Dressings saw high double-digit growth led by price with
modest volume decline. Tea and Functional Nutrition sales
were broadly flat with increased price and declining volume.
Plant-Based Meat grew high double-digit, further gaining
scale, driven by the foodservice channel.
Unilever Food Solutions posted double-digit growth despite
the impact of Covid lockdowns in China. Europe grew by high
single-digit, led by pricing with resultant volume decline
amidst competitive pressures. North America delivered
double-digit growth led by pricing with modest volume
decline. South Asia posted mid-single-digit growth through
price and volumes. Latin America grew double-digit led by
price with some volume decline.
Operating profit was €4.5 billion, an increase of 113.7%
compared to the prior year. A net gain in non-underlying items
of €2.0 billion included €2.3 billion related to the gain on the
sale of our Tea business. Underlying operating profit was
€2.4 billion, a decrease of 3.0% compared to the prior year.
This was driven by very high inflation in material and energy
costs, partly mitigated through pricing and savings.
€1.2bn
Unilever Nutrition and Ice Cream sales from
plant-based products in 2022.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
23
Business Group Review: Ice Cream
Ice Cream
We are a global leader in the ice cream market, delighting
consumers in over 60 countries through our iconic brands
such as Magnum, Ben & Jerry’s and Wall’s.(a)
Highlights
Out-of-home saw competitive
double-digit growth.
Our fast ice cream delivery service
ICNOW grew 30% and is now in over
40 countries.
Expanded our product range
through innovative new twists on
premium offerings.
Launched pilots to ‘warm up’ our
ice cream freezers and reduce
emissions.
(
/
r r
/
'
) l
J
< r f I
,,
_,~~
i.
Ice Cream performance
Turnover
Turnover growth
Operating margin
€7.9bn
Underlying sales growth
.3.2%
2020 -3.4%.
2022 -2021
2022 -2021 -2020
I 0.2%
(a) Wall's is also known as Algida, Holanda and Langnese.
2022 -
2021
-
2020 -
Underlying operating margin
2022 -2021 -2020 -
24
Unilever Annual Report and Accounts 2022 | Strategic Report Review of the Year
–
Business Group Review: Ice Cream
Happy People, Happy Planet,
Winning Smiles.
Ice Cream represents 13% of Unilever’s total turnover and
9% of underlying operating profit, and is organised to deliver
growth and return on assets through in-home and out-of-
home channels. We currently account for approximately one
fifth of the global ice cream industry. Ice Cream is an attractive
market with competitive intensity increasing as a number of
confectionery and dairy producers extend their presence in
the category. Around two-thirds of our sales are in developed
markets, and we have plans to expand further our footprint in
emerging markets where low per-capita consumption of ice
cream offers significant opportunities for growth.
Our vision ‘Happy People, Happy Planet, Winning Smiles’
encapsulates our belief that ice cream should be an
indulgent treat that brings happiness. We have identified
three strategic drivers to deliver our vision and grow our
business: premiumisation, digitalisation and simplification.
Working closely with our value chain partners is a critical
part of our strategy, as we tackle important sustainability
challenges like climate change.
Brands with global growth potential
We have brands with strong growth potential which are well
positioned to respond to consumer preference for treats
and indulgent products. Our innovation capabilities put
us in a strong position to meet these needs, through new
experiences, shapes, flavours and formats. Proposing new
twists on premium offerings through exciting innovation and
outstanding marketing is a powerful and profitable way to
expand our ice creams to a wider audience. This approach
means that Magnum, Ben & Jerry’s, Cornetto and our kids'
portfolio of brands which includes Twister, are well positioned
to expand into new markets.
Magnum has a long track record of working with celebrity
influencers, cementing its status as not just a superior ice
cream but also as a trendsetting brand. It grew double-digit
in 2022 on the back of Magnum Remix, our largest ice cream
launch of the year with ‘super-charged’ versions of our much-
loved flavours of Classic, White Chocolate and Almond across
35 countries, supported by a glamorous campaign fronted
by Kylie Minogue and DJ Peggy Gou. Cornetto's relaunch in
China is reinforcing its appeal to Gen Z consumers which has
helped it grow in 2022. This builds further on the success of
the Cornetto Rose range which was expanded to ten more
markets and the Cornetto Soft range, which is available in
over 15 European countries.
Ice cream all year round
Our ice cream sales are split across two key channels – in-
home and out-of-home. Out-of-home makes up around 40%
of our sales and is continuing to recover after Covid. We see
a big opportunity in the digitalisation of our out-of-home
operations. For example, we are embedding digital devices
into our ice cream cabinets to monitor stock levels and
automatically trigger replenishment. Early pilots in markets
suggest that these significantly increase sales and
reduce the chance of running out of stock.
-
Consumers also have increasing expectations around
convenience when they are at home. This is especially true
of ice cream as an impulse purchase. In this context, our Ice
Cream Now (known as ICNOW) fast delivery service is helping
to deseasonalise the market. Consumers can access our ice
cream brands throughout the year in three ways: with a meal,
with a grocery delivery, or via delivery apps with dedicated
virtual ice cream stores. Now in more than 40 countries,
ICNOW grew around 30% in 2022, helped by partnerships with
delivery firms such as Grab in South East Asia, Food Panda in
Singapore and Robomart in the US. We plan to further develop
this digital capability in key markets, including in India, where
our ice cream business has seen strong growth over the past
two years.
Faster and more effective
The new Compass Organisation is providing opportunities
to simplify our business and we are taking bolder portfolio
decisions and rolling them out at scale. For example, we have
been able to simplify and standardise our Viennetta range
across Europe, which has generated savings and freed up
production capacity.
The Business Group set-up helps us to navigate the seasonality
of our Ice Cream business by investing in our brands and
marketing more consistently throughout the year. We have
also benefited from being able to make global investment
choices which are helping to increase the productivity of our
ice cream cabinet fleet.
Ice Cream is a global leader
in an attractive market and is
well positioned to capture the
latest consumer trends. We are
evolving to win in high growth
channels and markets.
Matt Close
President, Ice Cream
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
25
- Business Group Review: Ice Cream
Happy people, happy planet
Our sustainability programme focuses on the areas of our Ice
Cream value chain where we can have the biggest impact:
cabinets, cows and cocoa sourcing. Ice cream freezers in retail
stores make up 10% of our GHG emissions and play a key role
in our net zero decarbonisation plan. In 2022, we launched a
pilot scheme in Germany and a second will follow in Indonesia
in 2023, to trial warmer temperatures in our freezer cabinets,
from -18°C to -12°C, in order to reduce energy consumption per
freezer while ensuring the same ice cream quality.
Our non-dairy, plant-based ice cream business represents
8% of Ice Cream's turnover and includes our newly launched
Magnum Vegan Mini Classics. See pages 22 and 36 for more
on our plant-based sales goal. We are also researching ways
to reduce the methane emissions from cows used in milk
production – see page 36 for more details.
Cocoa is a key ingredient in many of our ice creams. For many
years we have been sourcing our cocoa sustainably. This year
our brands went one step further. Ben & Jerry’s joined forces
with Tony’s Chocolonely on Tony’s Open Chain – an initiative
that helps other companies take steps to end modern slavery
and child labour in the chocolate industry. Magnum also
launched a new social programme called AWA, which aims
to empower 5,000 women in cocoa farming communities
by 2025 through income diversification opportunities and
entrepreneurial training.
As a global ice cream company, we recognise the role we
play in improving nutritional standards and encouraging
healthy behaviours. See page 33 for more on our positive
nutrition agenda.
Performance in 2022
Turnover increased by 14.8%. Underlying sales growth was
9.0%. There was a favourable currency impact of 5.4% driven
by the strengthening of currencies in key markets such as the
US and China.
Out-of-home saw competitive double-digit growth with a good
balance of price and volumes. In-home grew by mid-single-
digit led by pricing and declining volumes due to the impact
of higher price elasticity and higher competitive pressures in
Europe in-home and supply issues in the US.
Emerging markets grew by double-digit, and competitively,
through both price and volumes. China grew by double-digit
despite Covid lockdowns and Turkey grew volumes despite
the hyperinflation environment. Developed markets grew by
single-digit led by price and volume decline. This was due to
in-home higher price elasticity and US supply issues.
Operating profit was €776 million, a decrease of 6.8%
compared to the prior year. Non-underlying items were
€143 million primarily driven by restructuring spends.
Underlying operating profit was €919 million, a decrease
of 3.5% compared to the prior year driven by extreme levels
of inflation in commodities and energy costs, partly offset
through pricing and savings.
+30%
Growth from our fast ice cream delivery service
ICNOW in 2022, which is now in more than
40 countries.
26
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
-
Our People & Culture
This year was transformative for Unilever as we created
our new Compass Organisation and continued to embed
a high-performance culture.
We have long believed in the power of our people and our
culture to drive performance. Our people agenda this year
has focused on creating and embedding a new organisational
model so that we can maximise the talent and diversity of our
workforce to unlock superior performance.
and the day-to-day priorities of our teams. OKRs are formally
reviewed by leadership teams, including the ULE, at Quarterly
Business Review meetings. To deliver our OKRs, we have set up
multidisciplinary teams, supported by our Agile coaches. See
the Business Group reviews on pages 12 to 26 for examples of
prioritisation in action.
The Compass Organisation
High-performance culture
In January 2022, we announced plans to create our new
Compass Organisation with three core objectives, to make
Unilever: 1) simpler, faster, and more agile; 2) with greater
category focus and domain expertise; and 3) more empowered
and accountable in how we work.
We have evolved the previous matrix organisation structure
and with it, a conscious shift of power and accountability into
the hands of the five Business Groups while still maintaining
global scale through a ‘One Unilever’ model. This is helping
leverage our unique category and geographic footprint to
unlock trapped speed and capacity to drive faster, more
competitive growth. See the Compass Organisation explained
in the box below.
We are now in a critical phase as we begin to work under the
new operating model – testing, learning and refining as we
go. It is testament to our people that we managed to not
only deliver strong business performance during a period
of significant change, but also sustained high engagement
levels in our annual UniVoice survey, which was carried out in
October 2022, with around 96,000 office and factory-based
employees responding. Our Engagement Index(a) was 81% in
offices and 84% in factories, placing us in the top quartile
for employee engagement compared to industry benchmarks
(2021: 82% in offices and 83% in factories).
(a) This is a composite score of four other metrics focused on pride in working for
Unilever, job satisfaction, willingness to recommend Unilever for employment
and intention to remain employed by Unilever.
New ways of working
One of the key objectives of the Compass Organisation is to
become more agile. This means upgrading the ‘software’ of
the organisation so that we can take faster decisions with
more impact and respond more dynamically to consumer
needs and market conditions – in turn enabling growth.
One of the ways we are doing this is by introducing ‘Agile’ ways
of working. Our Agile programme is rooted in experimentation,
consumer connectivity, simplification, trust and empowerment.
In 2021 we set up our Agile Centre of Excellence. This year
we have been building capability within targeted parts of
the business to operationalise Agile. For example, we have
invested in appointing an Enterprise Agile Coach for each of
our Business Groups to upskill leadership teams in embedding
Agile behaviours, skills and delivery processes.
We are also embracing disciplined prioritisation by making big
bet choices and by setting Objectives & Key Results (OKRs) –
from Unilever Leadership Executive (ULE) to Business Group
and Business Unit leadership teams – supported by a
governance process to link company strategy with targets
The new Compass Organisation is powered by our refreshed
human, purposeful and accountable culture with a focus on
high performance at its heart. A key part of this is making sure
our people work with a 'winning mindset', which means taking
ownership for the choices we make and the outcomes these
lead to. We have taken the opportunity to revise our bonus
framework to drive a significantly stronger direct line of sight
between individual performance and business performance.
Our peoples’ bonuses are now linked to the part of the
business they contribute to most in their role and the
performance of that part of the business.
Another important part of creating a high-performance culture
is ensuring our people have the right skills and behaviours.
For example, our senior leaders are participating in a rigorous
behavioural and data-driven development programme to
help them become more effective leaders in our Compass
Organisation. In addition, work is underway to refresh existing
leadership programmes across all work levels. These will be
rolled out in 2023.
The Compass Organisation explained
The Compass Organisation has been operational since
1 July 2022. We are now organised into five Business
Groups which have end-to-end responsibility for strategy,
performance and their own P&L. The Business Groups now
incorporate geographical Business Units responsible for
building and executing the Business Group strategy and
managing the choices necessary to deliver their in-year
and multi-year plans. We have structured certain countries
or regions as 'One Unilever' entities, which have full
accountability for their P&L across all categories, in order
to benefit from local synergies and reduce complexity.
We also now have two overarching ‘One Unilever’ teams
supporting our five Business Groups. Firstly, a lean Unilever
Corporate Centre, including the ULE, which is responsible
for the strategic choices we make. And secondly, a
technology-driven Unilever Business Operations team
which provides the systems and processes to help us run
effectively, efficiently, and consistently across all the
Business Groups.
Our functions, including Marketing, Customer
Development, HR, Finance, R&D, Communications, Legal
and Sustainability, have been reorganised to support the
priorities of our Business Groups and Business Units. As a
result, most of our functional teams now work and report
to a Business Group or Business Unit.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
27
- Our People & Culture
Equity, diversity and inclusion
Future of work
Our goal is to achieve an equitable and inclusive culture in the
workplace, to unlock the potential of diverse teams to deliver
high performance. We assess employee sentiment around
equity, diversity and inclusion through our annual UniVoice
survey. In 2022, 84% of employees said that our leadership
stands for equity, diversity and inclusion (2021: 84%).
Whilst not an explicit aim of the Compass Organisation,
the changes we have made will help us to future-proof our
business and our people against changes in the world of
work – including automation and new technologies which
are reshaping many roles in our business. Our future of work
strategy addresses this through three pillars.
We have identified four equity, diversity and inclusion priorities
to address under-representation: gender, race and ethnicity,
people with disabilities and LGBTQI+ communities. Our newly
developed Equity & Inclusion Advancement Framework is
helping us to review and improve our policies and practices
to identify where interventions can help to tackle bias or
discrimination. In 2022, we piloted the Framework to evaluate
our global policies and practices, covering more than 20 areas
of HR, such as recruitment, talent management and learning.
This will inform future pilots of the Framework at country level.
We continue to maintain gender balance in management
and are now focused on diverse representation at more senior
levels. Senior female representation continues to increase and
is now at 31%, due to gender-balanced succession planning
and balanced slates in hiring. We support our senior-level
women with bespoke development plans, mentoring and
career coaching. Where legally possible, we consider racial
and ethnic diversity in our recruitment and succession
planning. See page 63 for gender balance in our workforce.
We have committed that 5% of our workforce will be made
up of people with disabilities by 2025. At the end of 2022,
36 markets were collecting employee self-reported data on
disability. At the same time, we are continuing to improve the
accessibility of our technology and sites, drawing on feedback
from our global employee resource network for disability,
Enable. In partnership with the Business Disability Forum, we
have reviewed the accessibility of around 80 workplace sites,
with more planned in 2023.
ProUd, our LGBTQI+ network, plays an active role in community
building and sharing resources, for example by educating our
marketeers to portray the community in unstereotypical ways
and by working with senior leaders to be role models for
LGBTQI+ inclusion.
The first pillar is reskilling and upskilling our workforce, with
a focus on our employees below senior management. In 2022
we reskilled or upskilled 15% of our employees with future-fit
skills. Digital skills are a priority, so we have launched our first
company-wide Digital Upskilling Programme which includes
a range of courses and external certifications on digital skills
for our office-based employees. We have also developed a
series of learning pathways tailored for people who work in our
factories, warehouses, and distribution centres to help them
master the future technologies of manufacturing, including
robotics and AI. In addition, we continued the roll-out of a tool
which digitises production processes, helping our factory
employees to learn digital skills on the job. The tool is now
available at around 110 factories with more planned for
next year.
The second pillar is providing flexible employment options.
People’s expectations of how they work are changing. In 2022,
we proactively engaged with our workforce to understand
their needs and expectations on flexibility and hybrid working.
We are using this to inform how we achieve our goal to
extend flexible working practices and pioneer new models
of employment, so that we achieve a more agile and effective
organisation.
The third pillar is about our future workforce. In 2022, we
expanded our partnership with UNICEF’s Generation Unlimited
to help us work towards our goal of equipping 10 million
young people with essential work skills by 2030 – through
education, training, volunteering and employment
opportunities. We are engaging with our partners to put in
place a reporting mechanism so that we can report progress
against this goal in 2023.
Employee health and wellbeing
Protecting employee health and wellbeing is an important
priority – especially during periods of change. Based on
our latest annual UniVoice survey, employee sentiment on
wellbeing overall remained relatively high at 82%, albeit with
room to improve especially on supporting prioritisation.
Based on data and evidence, we have identified psychological
safety as a key enabler of high-performing teams in the
new Compass Organisation and a fundamental driver of
wellbeing. We have developed training for line managers to
build awareness around psychological safety and will roll this
out in 2023. We continue to grow our 4,000-strong network
of trained Mental Health Champion volunteers worldwide,
and offer support resources on mental health such as our
confidential Employee Assistance Programmes.
To support our employees' physical health, we have launched
a new whole person health programme called ‘Healthier U’
which prioritises employees in the highest-risk groups for
certain health conditions. It is now active in over 30 countries.
28
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Our People & Culture
-
Culture of integrity
Our focus is on high-performance and growth in line with our
culture and values, but not at any cost. Our Code of Business
Principles set clear expectations in terms of the standards of
conduct we expect from our employees. We review our Code
of Business Principles and Code Policies every year to ensure
they reflect the current operating context and the latest
legal requirements. Our zero-tolerance approach to bribery
continues to be supported through mandatory training and
initiatives delivered to our employees. We train our people
every year to prevent compliance breaches, and they are able
to report in confidence any concerns around business integrity
through our 24/7 Speak Up platform.
In 2022, we continued to simplify and improve the
whistleblowing process for users through expansion of local
hotlines and interpreting services. On our website, we report
the number of Code cases and subsequent actions for each
of our five Code themes including countering corruption –
covering, amongst other things, anti-bribery and avoiding
conflicts of interest.
This year, across all areas of our Code of Business Principles,
we received 1,279 Code reports, closed 1,088 reports (including
some from prior years) and confirmed 554 reports as breaches,
which led to 314 people leaving the business. Our data on
Code breaches provides insights into issues and where they
happen so we can prevent the behaviours that lead to them.
Safety at work
We remain strongly committed to the safety of our people
and contractors who work with us at our sites. Our safety
programmes are underpinned by a safety-first culture and
focus on identifying and managing key safety risks such as
road safety and working at heights.
A critical part of our safety culture is ensuring our people
feel able to call out safety issues without fear of negative
consequences. In 2022, we ran our second annual safety day
involving our global workforce. The focus this year was on
encouraging employees to call out unsafe behaviour and
promote best practices.
During the year, we carried out a detailed analysis of safety
incidents to better understand the key factors that influence
safety risks. Our findings led to increased on-site safety
communications, training enhancements and safety
equipment trials for working at heights, such as smart
harnesses and drones. We have a strong focus on road safety
as it is a primary cause of injury in our logistics network. On top
of targeted global campaigns, we are addressing road safety
issues on a country-specific basis. For example, our India
business partnered with the Federation of Indian Chambers
of Commerce and Industry (FICCI) to jointly develop a cross-
industry Code of Conduct that outlines safe vehicle and driver
requirements.
In November 2021, we very sadly lost an employee who was
fatally electrocuted in Kenya.(a) We want all our employees
to feel fully confident about the standards of safety in their
working environments, and we continue to review procedures
and introduce appropriate measures in order to minimise risks
and prevent accidents. Our Total Recordable Frequency Rate
(TRFR) returned to pre-Covid levels as more normal operations
have resumed. Our employee TRFR was 0.67 accidents per
million hours worked versus 0.55 in 2021.(a)
(a) Fatality and TRFR reporting for the period 1 October 2021 to
30 September 2022.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
29
-
Planet & Society
The Unilever Compass sets out a clear vision to deliver winning
performance by being the global leader in sustainable business.
The Compass explicitly recognises that sustainability is a commercial driver. This Annual Report and Accounts outlines the
progress we are making against our Compass sustainability targets and how our brands are creating growth opportunities
and building resilience from sustainability and purpose. Our targets are summarised in the table below and commentary
on performance can be found by referring to the pages indicated. Pages 117 to 118 details our Sustainability Progress Index
which links the annual bonus for management employees – up to and including the Unilever Leadership Executive – to in-year
progress against selected Compass sustainability targets.
Win with our brands, powered by superior products, innovation and purpose
Improve the health of the planet
Climate action
Protect and regenerate nature Waste-free world
■ Net zero emissions across our value
■ Deforestation-free supply chain in
■ 50% virgin plastic reduction by 2025
chain by 2039
■ Halve greenhouse gas impact of our
products across the lifecycle by 2030
■ Zero emissions in our operations
by 2030
■ Replace fossil-fuel-derived carbon
with renewable or recycled carbon in
all our cleaning and laundry product
formulations by 2030
■ Communicate a carbon footprint for
every product we sell
palm oil, paper and board, tea, soy
and cocoa by 2023
■ Help protect and regenerate
1.5 million hectares of land, forests
and oceans by 2030
■ 100% sustainable sourcing of our key
agricultural crops
■ Empower farmers and smallholders
to protect and regenerate farm
environments
■ Implement water stewardship
programmes in 100 locations in
water-stressed areas by 2030
■ 100% of our ingredients will be
biodegradable by 2030
■ 25% recycled plastic by 2025
■ Collect and process more plastic
than we sell by 2025
■ 100% reusable, recyclable or
compostable plastic packaging
by 2025
■ Halve food waste in our operations
by 2025
■ Maintain zero non-hazardous waste
to landfill in our factories
Pages 32 to 41 and 60
Pages 32, 36 and 60
Pages 32 to 33 and 60
Supported by our €1 billion Climate & Nature Fund
Improve people's health, confidence and wellbeing
Positive nutrition
Health and wellbeing
■ €1.5 billion of sales per annum from plant-based products
in categories whose products are traditionally using
animal-derived ingredients by 2025
■ Take action through our brands to improve health and
wellbeing and advance equity and inclusion, reaching
1 billion people per year by 2030. We will focus on:
■ Double the number of products sold that deliver positive
■ Gender equity
nutrition by 2025
■ 70% of our portfolio to meet WHO-aligned nutritional
standards by 2022(a)
■ 95% of packaged ice cream to contain no more than
22g total sugar per serving by 2025
■ 95% of packaged ice cream to contain no more than
250 kcal per serving by 2025
■ 85% of our Foods portfolio to help consumers reduce their
salt intake to no more than 5g per day by 2022(a)
■ Race and ethnicity equity
■ Body confidence and self-esteem
■ Mental wellbeing
■ Hand hygiene
■ Sanitation
■ Oral health
■ Skin health and healing
Pages 33 and 61
Pages 34 and 61
(a) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet new Unilever Science-based Nutrition Criteria (USNC) by 2028.
30
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society
-
Win with our brands as a force for good, powered by purpose and innovation
Contribute to a fairer and more socially inclusive world
Equity, diversity and inclusion
Raise living standards
Future of work
■ Achieve an equitable and inclusive
culture by eliminating any bias and
discrimination in our practices
and policies
■ Ensure that everyone who directly
provides goods and services to
Unilever will earn at least a living
wage or income by 2030
■ Accelerate diverse representation at
■ Help 5 million small and medium-
sized enterprises grow their business
by 2025
all levels of leadership
■ 5% of our workforce to be made up
of people with disabilities by 2025
■ Spend €2 billion annually with diverse
businesses worldwide by 2025
■ Increase representation of diverse
groups in our advertising
■ Help equip 10 million young people
with essential skills by 2030
■ Pioneer new employment models and
provide access to flexible working
practices to our employees by 2030
■ Reskill or upskill our employees with
future-fit skills by 2025
Pages 28, 34 and 61
Pages 34 and 61
Pages 28 and 61
Respect human rights
Respect and promote human rights and the effective implementation of the UN Guiding Principles,
and ensure compliance with our Responsible Sourcing Policy
Page 34
Our responsible business fundamentals
ti
Business
integrity
Page 29
Safety
at work
Page 29
Employee
wellbeing
Page 28
Product safety
and quality
Pages 72 and 76
Responsible
innovation
Pages 32-33 and 35-36
G
Responsible
advertising and
marketing
Safeguarding
data
Engaging with
stakeholders
Responsible
taxpayer
Committed to
transparency
Page 33
Page 72
Pages 62-63
Pages 170-172
Pages 30-51
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
31
- Planet & Society
Climate action
Our Climate Transition Action Plan (CTAP) outlines the actions
we are taking to decarbonise our business and deliver our
net zero target. This Annual Report contains our second CTAP
Progress Report – see pages 35 to 41.
Protect and regenerate nature
Our business is dependent on nature. That is why we have a
plan to protect and regenerate the land, forests and water
systems that we depend on and are critical to tackling
climate change.
Our work to protect and regenerate nature is guided by three
things: delivering a deforestation-free supply chain by the
end of 2023 in five of our key commodities: palm oil, paper
and board, tea, soy and cocoa; accelerating our transition
towards regenerative agriculture; and the protection of water
resources. We also recognise the need to have a positive
impact beyond our value chain and have committed to protect
and regenerate 1.5 million hectares of land, forests and
oceans by 2030.
Our aim is to operationalise deforestation-free supply chains
so that they become a standard way of working for our five key
commodities. We are on track to complete the implementation
of systems, processes and infrastructure to deliver a
deforestation-free supply chain for these key commodities
by the end of 2023. Our complex supply chain will require a
significant transformation in our sourcing of raw materials –
given the limited availability of deforestation-free commodity
volumes and the highly volatile markets we face. At present,
we are measuring and reporting volumes from areas of low-
risk as this provides us with an interim measurement of our
progress, while we continue to roll out a verification
programme for deforestation-free volumes.
One way we are working to achieve a deforestation-free
supply chain is by investing in the transformation of our
manufacturing infrastructure in North Sumatra. We believe
this will bring us closer to our suppliers and simplify our supply
chain, increasing our ability to source deforestation-free
commodity volumes. In 2022, we began the upgrade of our
Unilever Oleochemicals facility, with a spend of €59 million
($63 million). €70 million ($75 million) is forecasted for further
upgrades in 2023. This will help us to source deforestation-free
palm kernel oil directly, with an aim to reach around 40,000
smallholder farmers by 2025.
We are also focused on building resilience within our portfolio.
Where possible, we are diversifying the ingredients that we use
by reducing our reliance on commodities that have a high risk
of deforestation, such as palm oil, with lower-risk alternatives
such as coconut oil. To enable such changes, we are currently
adjusting the formulations of our products.
Another part of our strategy is accelerating our transition to
regenerative practices. In 2022, we continued to implement our
Regenerative Agriculture Principles, guiding our suppliers and
farmers on how to nourish soil and water, capture carbon and
restore land. We are building our regenerative agriculture
programme on the solid foundations and experience of our
sustainable sourcing programme, which we have run for more
than a decade. In 2022, 81% of our key agricultural crops were
sustainably sourced. Additionally, we are progressing towards
our goal to empower farmers and smallholders to protect and
regenerate farmland. Knorr has continued its programme in
Arkansas, in partnership with a supplier, to reduce the
environmental impact of rice production – increasing yield
whilst reducing methane emissions and water use. This forms
part of our large-scale regenerative agriculture programme
which is growing with projects in new crops and an increasing
number of geographies.
One of the key parts of our approach to regenerating nature is
water stewardship. We have set a target to implement water
stewardship programmes at 100 locations in water-stressed
areas by 2030. Since we set this target, we have identified
a number of our factories to introduce these programmes
at, and by the end of 2022 we had implemented eight.
Additionally, we are working with partners in the catchments
of these sites to improve rainwater capture and groundwater
recharge, as well as with local farming communities to
improve water efficiency and yield. We are assessing new sites
to expand our water stewardship programmes next year.
We believe our work to protect and regenerate nature will
increase our capacity to reduce GHG emissions, increase
biodiversity and protect water systems, within and beyond
our value chain. During 2022, we made progress towards
our target of helping to protect and regenerate 1.5 million
hectares of land, forests, and oceans by 2030. By the end
of 2022, we had played an active role in protecting and
regenerating 0.2 million hectares. This year, we have
continued our partnerships with local governments as well
as Conservation International, WWF, IDH and Inobu as part of
our landscape projects across key palm oil production areas
in Malaysia and Indonesia. Additionally, we are working to
scale our efforts with our brands through our involvement in
initiatives such as the Rimba Collective, of which we are a
founding member.
Waste-free world
We have made progress across all our ambitious plastic
goals, including reducing our use of virgin plastic by rethinking
packaging designs, materials, and business models. While we
know there is still a lot more work to do, we remain committed
to our goals.
We continuously review the quality of our sustainability
reporting to ensure that we are using the best available
information, as our access to data and the accuracy of that
data is improving all the time. This occasionally means that we
need to restate our historic performance to ensure that we are
providing the most accurate view possible.
Historically, we have measured and reported on our target
to reduce the amount of virgin plastic we use by 50% by 2025
against a 2018 baseline. This baseline was developed using
a combination of the best available data and estimates. We
have been working hard to enhance our data accuracy and
have been able to develop a more complete view of the virgin
plastic used in 2019 than we had for prior years. Consequently,
we believe that this is a more robust baseline for measuring
subsequent performance. We have, therefore, updated our
baseline year from 2018 to 2019, but are keeping our target
as a 50% reduction on this new baseline by 2025.
As a result, we are restating our 2021 performance for virgin
plastic reduction against the new baseline as -8% (previously
-16%). In 2022, we delivered an additional reduction of -5% to
give a cumulative reduction of -13%.
The reduction of our virgin plastic footprint has been achieved
through the increased use of recycled plastic, combined with
innovations that use less plastic. We’ve now increased our use
of recycled plastic to 21% of our total packaging footprint – an
increase of 3% on last year. Therefore, we are still on track to
meet our commitment of at least 25% by 2025. We continue to
focus our initiatives on our biggest brands for the greatest
possible impact. For example, our laundry brand OMO (also
known as Persil and Skip) uses 25% recycled plastic in its
bottles, and up to 100% where possible. Across Europe
and North America, Hellmann's is also using 100% recycled
mayonnaise bottles, while Dove uses 100% recycled plastic
in its bottles where technically feasible.
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Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society
-
the Circulate Capital Ocean Fund – the world’s first investment
fund dedicated to preventing ocean plastic.
The challenges we face are industry-wide, primarily driven
by the lack of collection and recycling infrastructure. While
we’re working with partners to close this gap, we also need
policymakers to level the playing field for industry and help
facilitate the implementation of solutions at scale. That is why
we are advocating for a robust, legally binding UN Global
Plastic Treaty, which seeks to harmonise global standards
and set mandatory targets which will help reduce plastic
pollution. In September 2022, alongside more than 80 other
organisations, we joined the Business Coalition for a Global
Plastic Treaty.
Positive nutrition
As a global player in the foods industry with sizeable Nutrition
and Ice Cream portfolios, we are aiming to increase the
nutritional value of our products by reducing salt, sugar and
calories in our foods and refreshments. Currently, 64% of our
products meet WHO-aligned nutritional standards against our
commitment to achieve 70% by 2022, while 82% of our portfolio
helps consumers reduce their salt intake to no more than
5g per day, against our commitment to achieve 85% by 2022.
Although we have made good progress towards both, due
to unprecedented supply chain challenges and raw material
shortages, we have not been able to innovate and reformulate
our products at the pace or scale we had planned. As a result,
we have fallen slightly short of achieving these commitments
in 2022 – see page 61 for more on our performance. We remain
committed to sugar and salt reduction, guided by our new
Unilever Science-based Nutrition Criteria (USNC) commitment
which is described below.
Alongside our voluntary efforts on responsible marketing to
children, we are improving the nutritional standards of our
ice cream products. In 2022, 94% of our packaged ice cream
sales volumes had less than 250 kcal per serving while 89%
of packaged ice cream sales volumes contained no more than
22g total sugar per serving.
We continue to drive our positive nutrition agenda across
our Ice Cream and Nutrition portfolios. Our aim is to double
the number of food products sold that meet Unilever's
standards for positive nutrition, which include meaningful
amounts of ingredients such as vegetables and fruits, or
micronutrients. At the end of 2022, 48% of our portfolio offered
positive nutrition. Brands such as Horlicks and Knorr are also
tackling malnutrition through fortification. Since 2017, we have
delivered more than 236 billion servings of products fortified
with critical micronutrients.
Building on our nutritional standards work and positive
nutrition agenda, we have decided to raise the bar on the
nutritional profile of our Nutrition and Ice Cream products. By
2028, we want 85% of our servings to meet our new Unilever
Science-based Nutrition Criteria (USNC). These product-specific
criteria set thresholds for calories, sugar, salt and saturated
fat. We are also working with partners to incentivise
reformulation at scale and enhance the impact on public
health. As a step towards this, in 2022 we were the first global
food company to publicly report on the performance of our
product portfolio against six different externally endorsed
Nutrient Profile Models. We are advocating for an industry-
wide standard Nutrient Profile Model that every food company
can report against.
We are also working hard to reduce the overall amount of
plastic used in our packaging. One of the ways we are doing
this is by shifting to alternative packaging materials to help
remove plastic entirely from some of our products. In France,
our laundry brand Skip has introduced a new cardboard box
for its 3-in-1 laundry capsules, which is set to save around
6,000 tonnes of plastic from our portfolio per year. In the
UK, Carte D’Or switched its entire range from plastic packs
to recyclable paper tubs, which is set to save 900 tonnes of
plastic annually.
Reuse and refill initiatives are a key part of our plan to reduce
the amount of plastic we use. To date, we have conducted
around 50 pilots and continue to expand our refill-at-home
and dilute-at-home solutions to other brands and markets.
For example, we have had success with dilute-at-home OMO
laundry detergent – which gained record market share in Latin
America with its superior, sustainable, and affordable format.
In 2022, we also launched the first concentrated Dove Body
Wash in refillable aluminium bottles, as well as Vaseline’s
classic petroleum jelly in refillable glass jars in China.
55% of our plastic packaging portfolio is reusable, recyclable,
or compostable. This is our actual recyclability rate, based
on the Ellen MacArthur Foundation's Global definition of
'recyclable'. This remains considerably lower than the
percentage of our packaging that is ‘technically recyclable’
with existing technology, which has increased to 71% in 2022.
We launched a packaging innovation for Signal and
Mentadent in France and Italy, which means that the
equivalent of 62 million toothpaste tubes sold during 2022
were technically recyclable. We also introduced recyclable
trigger sprays in Europe across a number of brands including
Cif, Domestos and Lifebuoy. While we are making progress on
implementing solutions that are technically recyclable, we
know that this is only a first step – and that the development
of the necessary recycling infrastructure will take longer.
Another critical part of our plastic agenda is the collection
and processing of more plastic than we sell by 2025. Achieving
this target helps us to tackle plastic pollution and increase
the availability of high-quality recycled plastic in the market.
We’ve made good progress this year in helping to collect
and process approximately 58% of our 2022 global plastic
packaging footprint. Our businesses in India, Indonesia and
Vietnam are the latest markets to have collected and
processed more plastic than they sold through physical
collection and the purchase of recycled plastic.
Across parts of Indonesia, we have expanded our network
of waste banks to around 4,000. These waste banks reward
people in the community for collecting, sorting and returning
used packaging, and in some cases trialling refill stations.
Our partnerships and industry collaborations enable progress,
such as our pledge with industry peers to collectively invest in
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
33
- Planet & Society
providing targeted training and financial support to our value
chain partners. For example, in Pakistan we are working with
a financial services platform to digitise payments between
retailers and distributors. This gives retailers a secure and
convenient way to pay our distributors, as well as access to
credit so they can extend their range of Unilever products
in store.
Future of work
We are taking a number of actions to future-proof our business
and our people against changes in the world of work. See Our
People & Culture on page 28 for more.
Human rights
We aim to advance and promote respect for human rights in
everything we do. In pursuit of this, we continue to implement
action plans relating to our salient human rights issues. For
example, we are using digital tools to assess social risks in our
supply chain, including land rights and forced labour – starting
with palm oil. We launched a Gender Equity Framework
designed to address gender discrimination in agriculture,
manufacturing and women-led last-mile distribution networks.
We also continue to make progress on the elimination of
recruitment fees paid by workers in our supply chain, by
actively monitoring remediation of identified cases.
As part of our human rights due diligence processes, this
year we commissioned independent Human Rights Impact
Assessments in Brazil and the US. We also became a founding
member of the Fair Circularity Initiative to encourage the
adoption of principles on respecting the rights of waste
collectors in the recycling industry’s informal sector, such
as those that exist in India and Indonesia.
We expect our suppliers to conduct business with high
standards of integrity, human rights and environmental
sustainability. The proportion of spend from suppliers who met
the requirements of our Responsible Sourcing Policy was 76% in
2022, a slight fall versus 2021 due to supply chain disruptions,
resource constraints in the social audit service industry, and
labour shortages for remediation activities – which impacted
compliance rates. To reflect the evolving nature of our third
parties and value chain, in December 2022 we published our
Responsible Partner Policy, which replaces the Responsible
Sourcing Policy. The new policy has a broader scope and
includes guidance on reducing GHG emissions, minimising
waste, safeguarding nature and protecting personal data.
Please visit the Unilever UK website for our most recent Modern
Slavery & Human Trafficking Statement.
Health and wellbeing
In line with our goal to improve health and wellbeing and
advance equity and inclusion of 1 billion people per year by
2030, Dove, Lifebuoy, Signal/Pepsodent and Vaseline continue
to take action on issues which resonate strongly with the core
of the brand – such as body confidence and self-esteem, hand
hygiene, oral health, and skin health and healing. In 2022,
we reached 667 million people through our brand purpose
health and wellbeing programmes. See Personal Care on
page 17 and Beauty & Wellbeing on page 14 for more.
Equity, diversity and inclusion
On top of the critical work we are doing in our business to
advance equity, diversity and inclusion (see page 28), we are
also taking action in our advertising and with our suppliers.
As one of the world’s largest advertisers by spend, we have
a responsibility to ensure our advertisements represent
the communities we serve. We are working to increase the
representation of diverse groups in our advertising through
our Act 2 Unstereotype programme. This looks at our end-to-
end marketing process to give opportunities to under-
represented and under-served communities, both on-screen
and behind the camera. While there is still more work to do,
we are encouraged by analysis from Kantar which found
that we are industry leading on our progressive approach to
representation in advertising. Kantar also found that our most
progressive advertising has the potential to deliver almost
double the branded impact than the least progressive.
We have committed to spend €2 billion annually with diverse
businesses worldwide by 2025. These are businesses which
are owned, managed and controlled by members of under-
represented or minority groups in the country in which they
operate. In 2022, our spend reached €818 million thanks to the
growth of our supplier diversity programme which is now live in
22 key markets. Through the programme, we are supporting
our diverse suppliers to access skills, mentoring and finance.
For example, in Kenya we are partnering with Citibank to offer
access to preferential financing for suppliers which are owned
by women.
Raise living standards
Millions of people depend on Unilever to earn a living and we
are already accredited as a global living wage employer by the
Fair Wage Network. We are working to raise living standards
throughout our value chain. A key pillar of our approach is
our work to ensure that everyone who directly provides goods
and services to Unilever earns at least a living wage or income
by 2030. This year, our focus has been on the collaborative
manufacturing partners who are dedicated solely to Unilever
production. Some of our partners have already confirmed that
workers at collaborative manufacturing sites are being paid
a living wage.
We have made good progress in laying the foundations to
ensure that suppliers who provide core services to Unilever
also pay a living wage. Through a comprehensive advocacy
programme, we are asking for widespread adoption of
living wage commitments by all stakeholders, companies,
governments, NGOs and investors, and have started various
studies to demonstrate impact on workers and companies,
for example with Oxfam in India.
Supporting the small and medium-sized enterprises (SMEs)
in our value chain is another part of our approach to raising
living standards. Our goal is to help 5 million SMEs grow their
businesses by 2025. At the end of 2022, 1.8 million small retailer
stores used our digital platforms, enabling them to purchase
our products and in turn grow their business. We are also
€818m
Spend with diverse businesses.
34
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
-
Climate Transition Action Plan: Annual Progress Report
Analysis of our net zero value chain GHG emissions (%)
~ 59%
Raw materials
and ingredients'
I
1 Including third-party manufactured products
lnclud ng third-party manufactured products
lnclud ng Unilever's own manufacturing facilities, offices, ware houses and labs
2 Including Unilever's own manufacturing facilitie
s, offices, ware houses and labs
3 Including disposal of waste and packaging and biodegradation
lnclud ng disposal of waste and packaging and biodegradation
w.} 10%
Ci13%
Packa~ing
materials
I
Retail emissions
from ice cream
freezers
I
'1 11%
Product
end of life'
'-~;~~521
Q. 3%
Direct consumer use
(HFC propellants)
Downstream logistics
and distribution
Working towards net zero
Raw materials and ingredients
Unilever's Climate Transition Action Plan (CTAP), which is
available on our website, outlines our climate targets and
the actions we will take to reduce greenhouse gas (GHG)
emissions in our business and value chain as we seek to make
progress towards them. This is our second CTAP progress
report. It sets out our progress against strategic programmes
to deliver net zero, outlines how we are using our influence
for change, and provides an analysis of our GHG emissions.
It also provides an update on our approach to climate
governance, disclosure and emissions measurement, and
demonstrates how closely linked our climate actions are to
delivering our nature goals. For more information on our goals
to protect and regenerate nature, please see page 32.
The complex nature of our business, operating across many
categories, product formats and geographies, means that
our pathway to net zero will consist of a significant number
of initiatives which tackle our biggest emissions sources. The
work we have undertaken in 2022 has helped us to clarify and
prioritise these initiatives within each of our five Business
Groups. Our focus will now be on scaling these initiatives
over the short to medium term to deliver annual absolute
GHG emission reductions.
Our progress this year
In 2022, we made good progress against our targets. We
reduced the Scope 1 and 2 GHG emissions from our operations
by 13% versus 2021 (68% against a 2015 baseline). Our full
value chain Scope 1, 2 and 3 GHG emissions, on a per
consumer use basis, reduced by 5% versus 2021 (19% against
a 2010 baseline), which is another important step towards
halving the emissions of our products per consumer use
by 2030.
When we focus in on our Scope 1, 2 and 3 GHG emissions
in scope of our net zero target ('our GHG emissions'), which
excludes emissions from indirect consumer use, we see
that whilst there was a reduction in product volumes in the
measured period, our GHG emissions increased by 2%. The
progress we have made in reducing GHG emissions from our
operations, packaging, logistics, and our retail emissions,
was offset by an increase in emissions from raw materials and
ingredients and an increase in direct consumer use emissions.
A table detailing our progress against our climate metrics and
targets and an analysis of GHG emissions over the last three
years can be found in our climate metrics and targets section
on pages 38 to 41. The graphic above provides a breakdown of
our GHG emissions.
Emissions from our raw materials and ingredients represent
59% of our GHG emissions. These emissions increased by 4%
from 2021 driven by changes in sales mix within our Nutrition
and Ice Cream Business Groups and changes in the reported
emissions of various raw materials, as a result of now having
improved emissions data. The improvements that we have
made to our data include the use of supplier data, rather
than industry averages, for the production of soda ash (used
in many of our Home Care products), and the use of more
accurate data for the specific types of chocolate and soy we
use in our Nutrition and Ice Cream businesses.
Since emissions associated with raw materials are outside
our direct control, we collaborate closely with our suppliers.
In 2021, we announced the Unilever Supplier Climate
Programme, which aims to accelerate the decarbonisation of
our shared supply chains across raw materials and ingredients
and packaging materials. For more details on packaging
materials see pages 32 to 33.
We are targeting 300 priority suppliers for this programme
and during 2022, we ran a pilot with 35 raw material suppliers
of varying sizes and climate maturities, covering a range of
industries and geographies. Suppliers participating in the pilot
were able to build their climate knowledge and develop expert
capabilities to calculate and share their GHG emissions data.
The feedback from this pilot is informing the roll-out and scale-
up of this important programme in 2023.
Renewable and recycled ingredients
While our business relies on chemicals derived from fossil
fuels, we can reduce our emissions by transitioning towards
ingredients which use renewable or recycled carbon. Our
Home Care Business Group’s Clean Future strategy is at
the forefront of this pioneering approach, identifying
opportunities to replace fossil-fuel-based ingredients with
renewable and recyclable alternatives.
Alternative ingredients are critical to our plans to achieve net
zero and will help us future-proof our portfolio by diversifying
our supply chains while offering consumers more sustainable,
lower emission products. This year we launched a €115 million
($120 million) joint venture with Genomatica, a US-based
biotech company, to commercialise and scale low-carbon
plant-based feedstock ingredients. We expect these
alternative ingredients to deliver GHG emission reductions
in the medium to long term.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
35
- Planet & Society: Climate Transition Action Plan Annual Progress Report
Deforestation-free supply chains and promoting
regenerative agriculture
Forests play a key role in removing carbon from the
atmosphere. We are working towards achieving our goal
of a deforestation-free supply chain for palm oil, paper and
board, tea, soy and cocoa by the end of 2023. This requires
close collaboration with a complex array of suppliers from
smallholder farmers to multinational companies.
We are working towards this by investing in the transformation
of our manufacturing infrastructure. In 2022, we began the
upgrade of our Unilever Oleochemicals facility in North
Sumatra, with a spend of €59 million ($63 million). €70 million
($75 million) is forecasted for further upgrades in 2023. The aim
of this project is to simplify our supply chain and allow us to
process oil from independent mills and smallholder farmers.
Read more about our progress to achieving our deforestation-
free target on page 32.
Our regenerative agriculture programme plays an important
role in transforming our value chain to enable us to achieve
our net zero goals. In 2022, supported by our Climate & Nature
Fund, our Knorr brand has established pilot projects to reduce
the environmental impact of the ingredients used in its
products. Knorr will launch 50 projects in collaboration with
farmers to lower and sequester GHG emissions and reduce
water consumption, while improving biodiversity, soil health
and livelihoods. These form part of our overall regenerative
agriculture programme. Read more about regenerative
agriculture on page 32.
Climate & Nature Fund
Our Climate & Nature Fund is a commitment to invest
€1 billion by 2030 in climate, nature and waste projects. It
aims to connect value chain transformation with our brands
and will help us to take targeted action to address climate
change, protect nature and grow responsibly, ultimately
helping us achieve our net zero ambition. By the end of
2022, we had spent and committed over €200 million.
Low-carbon dairy
Dairy products are a priority raw material used by our Ice
Cream brands such as Wall’s, Magnum and Ben & Jerry’s.
Cows emit large amounts of methane – one of the most
potent greenhouse gases. Lowering GHG emissions from dairy
products is therefore essential for the delivery of our net zero
goal. As well as exploring the use of regenerative farming
practices to reduce the GHG emissions of our dairy value chain,
we are evaluating new technologies to reduce dairy emissions
at source.
In 2022, in the US and Europe, we launched a pilot through
our Ben & Jerry’s brand to work with 15 dairy farms with the
aim of reducing emissions by up to half by 2024.
Packaging materials
Emissions associated with our packaging materials make
up 13% of our GHG emissions. In 2022, our emissions from
packaging reduced by 1% versus 2021, driven by a reduction
in the use of virgin plastic which is made from a derivative of
crude oil and natural gas. Read more about plastic packaging
on pages 32 to 33.
Our operations
Despite the GHG emissions from our operations being
relatively small at 2%, they are where we have the greatest
influence. We are working to achieve a 100% reduction in our
operational Scope 1 and 2 GHG emissions from our factories,
offices, research laboratories and warehouses by 2030,
against a 2015 baseline. In 2022, we reduced our operational
GHG emissions by 13%. This means that in total we have
reduced our operational GHG emissions by 68% versus 2015,
putting us on track to achieve our interim target of a 70%
reduction by 2025. We are making progress by converting to
renewable electricity and energy while, at the same time,
improving our energy efficiency.
Renewable electricity
In 2022, 93% of our electricity was from renewable sources,
an increase of almost 7% since 2021. We report in line with
RE100’s best practice on renewable electricity reporting,
which means that we only report electricity as 'renewable'
when the accompanying Renewable Energy Certificates (RECs),
originate in the same market in which we are operating. We
also include renewable electricity generated at our factories,
such as the electricity from our combined heat and power
plants (CHPs) and on-site solar installations.
Renewable energy
Decarbonisation of the energy we use to generate heat is
critical in the next phase of our strategy to achieve our 2030
operational emissions goal, including 100% renewable thermal
energy. In 2022, over a third of our thermal energy came from
renewable sources. Our factories also achieved a full year of
production without direct coal use in our operations. In June
2022, we responded to the growing external debate on the
sustainability of biogenic fuel sources with the publication of
the Unilever position on the sustainable sourcing of biofuels.
Energy efficiency
We are focused on improving energy efficiency and in 2022,
our factories reduced their operational energy consumption
by 4%, versus 2021. In 2022, we invested €37 million in capital
expenditure projects via our Clean Technology Fund. These
projects were mainly focused on renewable energy and
resource efficiency, and we estimate that they will result in an
88,000 tonne reduction in GHG emissions across their lifecycles.
We also use an internal carbon price of €70 per tonne of CO2
to inform our investment decision-making.
Plant-based foods
Food waste
Another part of our climate transition strategy is to introduce
more plant-based options into our Ice Cream and Nutrition
portfolios, increasing sales of dairy alternatives and meat
replacement products. In 2022, Unilever Nutrition and Ice
Cream achieved €1.2 billion in sales from plant-based
products. In our Ice Cream business, our non-dairy, plant-
based portfolio represents 8% of the Business Group's turnover.
In 2022, we launched new vegan products, including Magnum
Vegan Mini Classics.
Tackling food waste helps to mitigate climate change,
address food insecurity, protect natural resources and deliver
economic benefits. That is why we are aiming to halve food
waste in our operations by 2025 (measured in tonnes rather
than CO2e). In 2022, our company-wide food waste warrior
programmes resulted in good progress against this goal,
and reduced food waste per tonne of food handled in our
operations by 17%, versus a 2019 baseline.
36
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
-
Product end of life
The disposal of waste products and packaging, including the
biodegradation of product formulations after their use, makes
up 11% of our GHG emissions.
Our goal is that 100% of our ingredients will be biodegradable
by 2030. We want consumers to be confident that the products
they use will not leave a physical trace in the environment. We
are therefore focusing on product reformulation to replace
the small percentage of our ingredients which do not meet
our biodegradability standards. We are also using new
biodegradable ingredients such as coconut oil instead of
silicone in our Hair Care portfolio.
We recognise that this goal creates a tension with our net
zero target because when products biodegrade, they break
down into their component parts, which could include CO2,
producing additional emissions. Therefore, we remain focused
on increasing our use of renewable and recycled ingredients
which will lower GHG emissions as our products biodegrade.
For more details, please see our update on renewable and
recycled ingredients on page 35.
Halving the GHG impact of our products
across the full product lifecycle
Around two-thirds of our products' full value chain GHG
emissions come from their use by consumers (indirect
consumer use). This includes, for instance, the energy used by
washing machines and hot water used for showering. There is
a limit to how much we can influence emissions from product
use as consumers make their own choices on how long they
shower, which energy provider they use, and how efficient
their home appliances are. We are therefore reliant, as many
companies are, on the decarbonisation of the energy grid
to reduce our downstream indirect use emissions. We are
advocating for system-wide change, such as the acceleration
of renewable energy globally. In 2022, we were awarded the
RE100 Market Trailblazer award for our commitment to driving
market change through our electricity procurement approach
and our external policy advocacy.
In 2022, our indirect consumer use emissions fell by 11% from
2021. This was driven by a number of factors, across many
of our key markets: grid energy decarbonisation in the UK,
Germany, the Netherlands and Turkey, sales mix changes and
higher product volume growth in markets where cold washing
and handwashing is predominant. This reduction in indirect
consumer use emissions was the primary driver of the 5%
reduction in our full value chain GHG emissions per consumer
use since 2021.
Planet & Society: Climate Transition Action Plan Annual Progress Report
Logistics and distribution
Downstream logistics and distribution make up 3% of our GHG
emissions. Emissions from upstream logistics and distribution
are included in the raw material and ingredients category.
In 2022, we reduced our total logistics emissions by 7% versus
2020. One of the ways we have achieved this is by reducing the
number of kilometres travelled, by 11% versus 2020.
We are also piloting new alternative fuels and zero emission
technologies in collaboration with our logistics partners. For
example, in the Netherlands, we have been trialling zero
emission refrigeration technology for transporting our ice
cream products which uses electricity instead of diesel.
We strongly support the transition to electric vehicles (EVs)
and have committed to 100% EVs or hybrids in our global car
fleet by 2030. EVs and hybrids currently make up over 8% of
our fleet.
In 2022, we conducted a pilot in Italy and Denmark
to understand the carbon emissions of our customer
development operations and identify the areas of greatest
impact to inform our actions in 2023 and beyond.
Retail emissions from ice cream freezers
Ice cream freezers in retail stores make up 10% of our GHG
emissions. Retail emissions decreased by 5% from 2021,
primarily as a result of the wider industry energy grid
decarbonisation and our continued transition to lower
impact point-of-sale cabinets.
This year, we continued the progress made in 2021 and
all new freezers we purchased used lower carbon, natural
hydrocarbon refrigerants. We estimate that over 95% of our
3 million freezers now use these refrigerants. We also continue
to invest in energy efficient freezers, with the average energy
use per unit falling by 2.5% compared to 2021.
In 2022, we completed a market trial in Germany of
‘warming up’ freezers from -18°C to -12°C, to reduce energy
consumption. The result of this trial was positive: with suitable
product formulations, we can achieve an energy saving of up
to 30% while not compromising on ice cream quality. A second
trial will follow in Indonesia in 2023.
Direct consumer use (HFC propellants)
Propellants are used in aerosol products: hair sprays, body
sprays and deodorant sprays. In the US, Volatile Organic
Compound (VOC) regulations restrict the use of the
hydrocarbon propellants that we use elsewhere. Instead,
hydrofluorocarbon (HFC) propellants are used to reduce the
VOC levels in aerosol products in the US. HFC propellants
typically have a Global Warming Potential (GWP) of around
120, meaning they are 120 times more potent than carbon
dioxide in contributing to global warming. As a result,
HFC propellants in North America make up 2% of our
GHG emissions.
In 2022, GHG emissions from direct consumer use of sold
products increased by 15% from 2021. This was driven by a
post Covid bounce back in the sales of hair sprays, deodorant
sprays and body sprays in the US. Additionally, a change in
the US regulation which requires a lowering of VOCs led to
an increase in the HFCs used in the short term. However,
we believe this regulatory change will, in the future, enable
innovation on alternative propellant systems to facilitate
significantly lower GHG emissions from hair sprays, dry
shampoos, deodorant sprays and body sprays. We remain
committed to leading the development of alternative, low
GWP propellants and formats. For example, in 2022 our natural
Personal Care brand Schmidt’s launched an innovation which
uses nitrogen-propelled air spray in the US.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
37
- Planet & Society: Climate Transition Action Plan Annual Progress Report
Using our influence
Our climate metrics and targets
We use a number of key metrics and targets to assess and
manage climate risks and opportunities across our full value
chain. Two of the targets have been recognised as science-
based by the Science Based Targets initiative ('SBTi'):
■ Reduce in absolute terms our operational (Scope 1 and 2)
emissions by 100% by 2030 against a 2015 baseline, with
an interim goal to achieve a 70% reduction by 2025 against
a 2015 baseline (medium-term emissions target).
■ Halve the full value chain emissions (Scope 1 to 3) of our
products on a per consumer use basis by 2030 against
a 2010 baseline (medium-term intensity target).
While our operational target is consistent with the 1.5°C
ambition of the Paris Agreement, our full value chain target
is consistent with a 2°C temperature increase. This is because
it was set in 2010 and validated by the Science Based Targets
initiative before the 1.5°C validation was introduced.
We have a target to achieve net zero emissions by 2039. We
are currently completing a review of our 2030 full value chain
target and intend to submit an updated target, along with our
net zero target, to SBTi for validation in 2023.
We also have a number of nature, waste and nutrition related
targets which play an important role in tackling climate
change.
We are using our voice to advocate for systematic change
that will help us, and others, achieve our climate goals in
line with the Paris Agreement. In 2022, our policy advocacy
priorities included:
■ Securing high ambition outcomes in emerging frameworks
around net zero targets and climate transition plans.
■ Helping to shape the evolution of the voluntary carbon
market in a way that supports additional financial flows
to forest protection and nature regeneration, without
removing the pressure on companies to reduce emissions.
■ Continuing to push for high ambition policy outcomes
within international forums such as the COP27 climate
summit and the G20.
This work was primarily conducted in partnership with
other businesses through coalitions, and through direct
engagement and advocacy with policymakers in a number
of key markets.
Our CEO Alan Jope continued to support the UK COP26
Presidency as a member of the COP26 Business Leaders Group.
We also attended COP27, working in partnership with groups
such as the We Mean Business Coalition, to call for higher
ambition national climate plans, increased finance for climate
mitigation and adaptation in vulnerable countries, and energy
and food systems transformation, including the building
of more resilient and sustainable food chains through
regenerative agriculture.
We are conducting a global trade association review. As
part of this, we are assessing whether trade associations are
aligned with the Paris Agreement, our climate policy position
and sustainability commitments. We disclose a list of our
principal trade associations by region on our website. In 2022,
we also supported the launch, at COP27 Sharm El-Sheikh, of
the Corporate Knights Action Declaration on Climate Policy
Engagement.
Governance and disclosure
Governance
Full details of our climate governance are included in our TCFD
reporting on page 42. In 2022, we introduced new internal
governance mechanisms to oversee progress against our
climate goals. These included the creation of a quarterly
sustainability review undertaken by the Unilever Leadership
Executive where progress against climate and other
sustainability targets is reviewed.
Disclosure
We believe that transparency on our GHG emissions and
the progress we are making towards our targets is key
to delivering our net zero goal. In addition to the climate
disclosures in our Annual Report and Accounts, we provide
detailed information on our climate strategy and performance
to CDP, the leading disclosure platform. In 2022, we received a
rating of A for both Climate and Forests and A- for our Water
disclosures based on our submissions of 2021 data. Our CDP
submissions are publicly available on our website.
38
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
-
Progress against climate metrics and targets
The table below shows our progress against the key metrics and targets that we are currently able to measure. Refer to pages 35
to 38 for further details on our progress.
Metrics and targets
Net zero GHG emissions across our value chain by 2039 (million tonnes CO2e)(a)
Scope 1 and 2 GHG emissions (Unilever operations)
Reduce GHG emissions in our operations by 100% by 2030 (reduction in emissions from
energy and refrigerant use in our operations since 2015)(b)
100% renewable electricity in our operations(b)
Energy use in GJ per tonne of production in our manufacturing sites(b)
CO2 emissions from energy use in kg per tonne of production in our manufacturing sites(b)
100% EVs or hybrids in our global car fleet by 2030(a)
Scope 1, 2 and 3 GHG emissions (Unilever operations, upstream and downstream)
Estimated 40%-50% reduction in logistics emissions by 2030 (% change since 2020)
Halve greenhouse gas impact of our products across the lifecycle by 2030(a) (% change since
2010)
Nature
100% sustainable sourcing for key agricultural crops
Implement water stewardship programmes in 100 locations in water-stressed areas
by 2030
Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030
(hectares)
Waste
25% recycled plastic by 2025(a)
Halve food waste in our operations by 2025 (% change since 2019)
Nutrition
€1.5 billion of sales per annum from plant-based products in categories whose products
are traditionally using animal-derived ingredients by 2025
Supported by:
€1 billion Climate & Nature Fund – spent and committed
Note
1
2022
34.31
2021
33.74
2020
35.67
2
3
'-68%†
93%
1.22†
30.35†
8%
-64%
86%
1.23
34.06
–
-58%
80%
1.21
38.93
–
-7%
–
–
4
-19%
-14%Θ
'
-10%
81%
79%
8
–
0.2m
0.1m
21%
-17%
18%
'-4%(c)
€1.2bn
€0.2bn
–
0
–
–
–
–
–
–
–
†
Θ
This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the 2022
Unilever Basis of Preparation for assured metrics, see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
(a) Measured for the 12 month period ended 30 June.
(b) Measured for the 12 month period ended 30 September.
(c) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance.
Notes on metrics and targets
Note 1: Analysis of GHG emissions
GHG emissions (million tonnes CO2e)
Scope 1 and 2 GHG emissions: Unilever operations(a) (Note 2)
Scope 3 GHG emissions(b)
Raw materials and ingredients
Packaging materials
Downstream logistics and distribution
Retail ice cream freezers
Direct consumer use (HFC propellants)
Product end of life
Scope 1, 2 and 3 GHG emissions in scope of net zero target
Scope 3 GHG emissions – indirect consumer use(b)
Total Scope 1, 2 and 3 GHG emissions
2022
0.62
33.69
20.16
4.54
1.00
3.55
0.82
3.62
34.31
57.54
91.85
2021
0.71
33.03
19.35
4.60
1.02(c)
3.75
0.71
3.60
33.74
64.87
98.61
2020
0.82
34.85
19.32
4.53
2.78
4.01
0.77
3.44
35.67
65.76
101.43
2022 – 2021
% change
-13%
2%
4%
-1%
-2%
-5%
15%
1%
2%
-11%
-7%
(a) Measured for the 12 month period ended 30 September.
(b) Measured for the 12 month period ended 30 June.
(c) The change in our logistics and distribution emissions between 2020 and 2021 is a result of a move from using industry-standard global GHG emission conversion
factors to industry-standard regional GHG conversion factors in our calculations.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
39
- Planet & Society: Climate Transition Action Plan Annual Progress Report
GHG emissions consist of our measured Scope 1 and 2
emissions plus an estimate of our Scope 3 emissions.
value chain GHG emissions figure by a simple extrapolation
of the calculated GHG emissions from the 14 countries.
Scope 1 encompasses direct GHG emissions from energy
generated from fossil fuels such as gas and oil, as well as
emissions from refrigerants. Scope 2 encompasses indirect
GHG emissions from the on-site generation and purchase
of electricity according to the ‘market-based method’ and
purchased thermal energy.
Scope 1 and 2 GHG emissions come from energy and
refrigerants used in our own operations, largely in our factories
which produce most of our emissions.
Scope 3 GHG emissions are estimated by measuring the
emissions of a representative sample of approximately
3,000 products across 12 categories and 14 countries through
a detailed footprinting exercise. For each representative
product, internal and external data sources are used to
represent various lifecycle activities and inputs (for example,
specification of product, energy for site of manufacture and
consumer use data). The GHG emissions impact of ingredients
and packaging are obtained from external databases (based
on industry averages) or internal expert studies.
We then extrapolate the results at a country level across the
unsampled products to obtain the estimated GHG emissions
for each of the 14 countries. These 14 countries account for
60-70% of our total sales volumes. We estimate our global full
Note 2: Analysis of GHG emissions in our operations
Scope 1 and 2 GHG emissions (million tonnes CO2e)
Scope 1 GHG emissions(a)
Renewable energy
Non-renewable energy
Refrigerants
Scope 2 GHG emissions(a)
Purchased renewable electricity
Purchased non-renewable electricity
Purchased renewable thermal energy
Purchased non-renewable thermal energy
Total Scope 1 and 2 GHG emissions
As set out in our CTAP, and in line with the SBTi’s approach,
the GHG emissions included in the scope of our net zero target
('our GHG emissions') exclude the indirect consumer use
emissions associated with our products.
We are on a continuous journey to update and improve the
accuracy of our reported emissions by reducing the level of
estimation and by replacing the use of industry averages with
more specific supplier data. These changes can affect both the
emissions in a baseline year for our approved targets and the
annual emissions we report.
Measuring Scope 3 emissions is challenging for most
companies with measurement methodologies reliant on
estimations and the use of industry-average data. Following
a successful pilot earlier this year, through the Partnership for
Carbon Transparency (PACT), hosted by the World Business
Council for Sustainable Development, we have now
successfully exchanged emissions data with several partners.
This work demonstrates proof of concept for what we believe
will be a significant shift in the way that Scope 3 emissions are
standardised, measured and reported in the future.
2022
0.50
0
0.48
0.02
0.12
0
0.03
0
0.09
0.62
2021
0.56
0
0.54
0.02
0.15
0
0.06
0
0.09
0.71
2020
0.60
0
0.59
0.01
0.22
0
0.13
0
0.09
0.82
Reduction in Scope 1 and 2 GHG emissions from energy and refrigerant use in our
operations since 2015 (%)
'-68% †
-64%
-58%
†
This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the 2022
Unilever Basis of Preparation for assured metrics, see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
(a) Measured for the 12 month period ended 30 September.
40
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
Note 3: Analysis of renewable and non-renewable electricity in our operations
Renewable electricity (% of kWh)
On-site renewable self-generation
Purchased renewable electricity:
On-site Purchase Power Agreements
Off-site Purchase Power Agreements
Green electricity products from an energy supplier (green tariffs/bundled RECs)
Green electricity purchased in markets with greater than 95% renewable grid
Unbundled RECs bought in market
Total renewable electricity
Non-renewable electricity (% of kWh)
On-site non-renewable electricity generation (e.g. gas-fired on-site CHP)
Purchased non-renewable electricity (e.g. non-grid transfer of CHP)
Unbundled RECs bought in an adjacent market
Total non-renewable electricity
Note 4: Analysis of GHG emissions per consumer use
GHG per consumer use
GHG impact per consumer use (grams CO2e)
Reduction in GHG impact per consumer use since 2010 (%)
-
2022
1.4%
91.6%
0.4%
12.1%
18.0%
0.2%
69.3%
93.0%
2022
3.6%
0.1%
3.3%
7.0%
2021
2.5%
83.8%
0.3%
9.8%
24.5%
0.2%
65.2%
86.3%
2021
7.5%
0.1%
6.1%
13.7%
2020
1.0%
78.8%
0.5%
15.3%
18.8%
0.1%
65.4%
79.8%
2020
7.7%
5.8%
6.7%
20.2%
2022
41.4
-19%
2021
43.6Θ
-14%Θ
'
2020
45.6
-10%
Θ
This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
Our 2030 full value chain GHG emissions target is expressed on a 'per consumer use' basis. This means a single use, portion or
serving of a product. This target covers Scope 1, 2 and 3 emissions across the full value chain including both direct and indirect
consumer use emissions. Consumer use is based on either consumer habits studies or on-pack recommendations. In cases where
relevant consumer habits studies are unavailable, internal expert opinion is also used.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
41
- Planet & Society: Task Force on Climate-related Financial Disclosures statement
Task Force on Climate-related
Financial Disclosures statement
The following statement, which Unilever believes is consistent
with the Task Force on Climate-related Financial Disclosures
(TCFD) Recommendations and Recommended Disclosures,
details the risks and opportunities arising from climate
change, the potential impact on our business and the actions
we’re taking to respond. We also integrate climate-related
disclosures throughout this Annual Report and Accounts,
including in our Climate Transition Action Plan (CTAP) Annual
Progress Report on pages 35 to 41. A detailed breakdown
of our emissions can be found on page 39. See our website
for our CTAP.
Governance
The overall governance structure for managing Unilever’s
climate risks and opportunities is the same as for any of
Unilever’s other key risks and opportunities i.e. all of the
following play a key role in governance: the Board, the Board
subcommittees, ULE, ULE subcommittees, Business Group
leadership teams, specialist management governance groups
and specialist teams together with the support of relevant
policies and procedures applied by everyone in the business.
Whilst the Board takes overall accountability for the
management of all risks and opportunities, including climate
change (see page 67), our CEO is ultimately responsible for
oversight of our climate change agenda. The Board delegates
specific climate change matters to each of the Board
subcommittees:
■ The Corporate Responsibility Committee – oversees the
development of Unilever’s sustainability agenda (which
includes climate matters), the progress against that agenda,
including performance against specific targets, whilst also
reviewing sustainability-related risks, developments and
opportunities (see page 107).
■ The Audit Committee – oversees the non-financial
disclosures in our Annual Report and Accounts, which
includes climate-related disclosures. This includes reviewing
the scope and results of any internal and external assurance
activities obtained over the disclosures (see page 102).
■ The Compensation Committee – supports the sustainability
strategy which includes the climate strategy through
alignment of Unilever’s incentive plan to the sustainability
agenda and ambitions (see page 112).
■ The Nominating and Corporate Governance Committee –
is responsible for ensuring that the composition of the Board
provides sufficient skills and experience in sustainability
matters including climate change to deliver on the
sustainability agenda (see page 98).
■ The Board is supported by ULE and the Sustainability
Advisory Council. The Council is made up of seven
independent external specialists in social and
environmental matters and meets twice a year to guide
and critique our strategy. The ULE discuss key strategic
sustainability matters at least quarterly. During 2022,
climate change matters were discussed at each meeting
including progress against our climate-related Compass
goals. The specific topics discussed included our net zero
roadmaps, changes in the SBTi guidelines and implications
on our targets, and Climate & Nature Fund progress and
priorities.
Additional ULE subcommittees are also in place to support
our climate agenda and ULE decision-making, including:
■ Business Operations Sustainability Steering Committee:
Provides strategic guidance on implementation of our
Climate, Nature and Social Compass commitments within
our extended supply chain. Chaired by our Chief Business
Operations Officer, attended together with our Chief
Sustainability Officer (CSO), Chief Procurement Officer
and Head of Sustainable Business and Reporting.
■ Climate and Nature Investment Committee: Evaluates
and approves investment proposals, reviews progress
against key milestones for the Climate & Nature Fund,
our €1 billion commitment to commercialising sustainability
through disruptive transformations of our value chain.
Chaired by our Chief Business Operations Officer together
with our CSO, Chief R&D Officer, Head of Sustainable
Business and Reporting and our five Business Group
Presidents.
Each Business Group has a sustainability lead to ensure that
sustainability risks and opportunities are embedded into their
strategies and performance is monitored.
We also have a specialist Corporate team, the Global
Sustainability Function, led by our CSO. This team supports the
Business Group teams in developing their business strategies
whilst also driving transformational change across markets
through advocacy and partnerships. Our CSO also chairs the
Unilever Next Gen Sustainability Council which is a collective
of young advocates, who are independently connected to
broader youth bodies. The Council aims to capture the voice
and expectations of young people across key sustainability
issues.
In addition, included within the Supply Chain, R&D and Finance
corporate functions, we have teams of experts who are
focused on the sustainability agenda which includes climate-
related matters. Their activities include developing relevant
policies and procedures e.g. responsible sourcing, sustainable
capex and metric definitions (scope and calculation
methodologies).
We regularly engage with our investors on a wide range of
sustainability matters including our climate strategy. In 2021,
we achieved shareholder support for our CTAP through an
advisory vote at our AGM. We will continue to have an advisory
vote on the CTAP every three years.
Remuneration for management employees – up to and
including the ULE – continues to be formally linked to
performance against climate change goals. Their reward
packages include fixed pay, a bonus as a percentage of fixed
pay and eligibility to participate in a long-term Performance
Share Plan (PSP).
The PSP is linked to financial and sustainability performance,
guided by our Sustainability Progress Index (SPI), which
accounts for 25% of the total PSP award. The SPI in 2022 is
determined by considering performance against a number
of sustainability targets – see page 117 for details.
See pages 117 to 118 for more on PSP including the role
of the Board’s Compensation Committee and Corporate
Responsibility Committee in determining how the PSP
operates, and the SPI outcome each year.
42
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
-
Strategy and risk management
Climate change is a principal risk to Unilever which has the
potential – to varying degrees – to impact our business in the
short-, medium- and long-term. We face potential physical
environment risks from the effects of climate change on our
business, including extreme weather and water scarcity.
Potential regulatory and transition market risks associated
with the shift to a low-carbon economy include changing
consumer preferences and future government policy and
regulation. These also present opportunities. The potential
impacts of climate change are taken into account in
developing the overall strategy, our Business Group strategies
and financial plans.
More detail on these risks, opportunities and the mitigating
actions we’re taking can be found on pages 44 to 51.
The process for assessing and identifying climate-related
risks is the same for each of the principal risks and is described
on page 67. The risks are reviewed and assessed on an
ongoing basis and formally at least once per year. 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.
We regularly, where appropriate, carry out climate-related risk
assessments at site level, supplier level, as well as innovation-
project level. Climate-related risks are managed by the team
relevant to where the risk resides. For example, climate risks in
relation to commodities in the supply chain are managed by
our procurement team.
Understanding financial impact: scenario analysis
We have conducted several high-level scenario analyses on
the potential impacts of climate change to help us consider
and adapt our strategies and financial planning. In prior
years, we have reported the potential financial impacts of
climate change on our business in 2030 if average global
temperatures were to rise by 2°C and 4°C above pre-industrial
levels by 2100. This analysis led us to understand that limiting
warming to 2°C would primarily expose us to economic and
regulatory transition risks, whereas a 4°C warming level would
expose us to unprecedented physical risks. In 2021, as new
scientific evidence was released by the UN’s Intergovernmental
Panel on Climate Change (IPCC) and the global consensus
around the need for governments to commit to a 1.5°C world
strengthened, we extended our scenario analyses to assess
the impacts of a 1.5°C temperature increase above pre-
industrial levels by 2100 on our business in 2030, 2039
and 2050.
Understanding and modelling the potential financial
impact on the business in 2030, 2039 and 2050 of
limiting global warming to 1.5°C
The IPCC’s sixth assessment report (AR6), the most up-to-
date compendium from the global scientific community on
climate change, states that limiting warming to 1.5°C above
pre-industrial levels is necessary to prevent the severe
environmental consequences that are likely to occur in a 2°C
warmer world, and the catastrophic impacts that would
materialise if temperatures rose by 4°C.
However, it also noted that achieving a 1.5°C world would
still imply major disruption and would necessitate a fast and
aggressive transition of our global economy, encompassing
policy and regulation, production and consumption systems,
societal and economic structures and behaviours, and
infrastructure development and deployment of new
technologies.
The IPCC also sets out multiple pathways that the world
could take to limit global warming to 1.5°C. The nature
of the pathway taken significantly impacts the risks and
opportunities that a business will face.
In assessing the material risks and opportunities Unilever
would face in a world focused on achieving 1.5°C we have
reviewed in detail two pathways, ‘proactive’ and ‘reactive’,
that we assessed as more likely than other more extreme
possible pathways. In the ‘proactive’ route, there is an early
and steady reduction of emissions as a result of a fast
response from all economic actors, meaning there is less
dependence on technological advancements to remove
carbon from the atmosphere in the second half of the century.
Conversely, in the ‘reactive’ route, significant action by
economic actors is delayed to 2030, after which a very rapid
transition across all actors is required, accompanied by
deployment at a very large scale of low-carbon energy and
carbon removal activities and technology.
Key climate scenarios: 1.5°C, 2°C and 4°C
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LOW
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Regulo.tory and economic risks
Routes to 1.5°C scenario
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LOW
LOW
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Speed of Innovation
Proactive route
■ Aggressive and persistent
regulation from today
■ Dramatic changes to
lifestyle from today,
towards minimising
climate impact and social
inequality
■ Reliance on available and
proven technologies
Reactive route
■ Gradual regulation by
2030, very aggressive
post-2030
■ Continuation of historical
societal trends until 2030,
then rapid pivot
■ Major reliance on
technologies that are not
yet proven to scale
■ Lower reliance on carbon
removal technologies
■ Higher reliance on carbon
removal technologies
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
43
- Planet & Society: Task Force on Climate-related Financial Disclosures statement
Risks and opportunities assessed in creating our
1.5°C scenario
In creating our 1.5°C scenario analysis, we took the two
pathways and considered the five broad types of risks and
opportunities using the TCFD risk framework: Regulatory risks;
Market risks; Physical environment risks; Innovative products
and services opportunities; and Resource efficiency, resilience,
and market opportunities. We identified approximately 40
specific risk and opportunity areas which could impact us in
2030, 2039 and 2050, each of which we assessed qualitatively,
supported where possible with high-level quantitative
assessments. The assessments are based on financial
scenarios and do not represent financial forecasts. They
exclude any actions that we might undertake to mitigate
or adapt to these risks.
The quantitative assessments were developed to understand
high-level materiality and order of magnitude financial impact
rather than perform detailed simulations or forecasts on the
long-term future of markets and products.
The data used was from internal environmental, operational,
and financial data and external science-based data and
assumptions from reputable and broadly used sources such
as the IPCC or the International Energy Agency.
Key risks and opportunities
Out of all the risks and opportunities we assessed as part of
our 1.5°C scenario assessment, there are 11 which we believe
are significant and could at some time in the future be
material to our business. We have combined the outputs
from the ‘proactive’ and ‘reactive’ analyses since the risks and
opportunities are similar, with the differences only being in the
size and timing of impact. Due to the nature of climate risks
and opportunities we are monitoring them across a number
of time horizons. Short term (up to three years) – this aligns
with our three-year strategic plans, medium term (three to
ten years) and long term (beyond ten years).
Where we have been able to quantify the risk, the ranges
represent potential impacts of the different pathways.
Actions to mitigate the risks and capitalise on the
opportunities have been consolidated into our Compass
strategy (page 4) and our CTAP (pages 35 to 41).
Below we summarise the 11 risks and opportunities. Given
the nature of our products, all of the risks noted below are
applicable to all our Business Groups and there are only
modest variations in their relative significance for each
Business Group. For more details on key targets, see pages 60
to 61.
Risk
Carbon tax
Regulatory risks
Management of risk
Actions:
This includes carbon taxes and voluntary removal or offset
costs. Tightening regional or national regulations as well as
climate commitments across individual businesses could drive
widespread implementation of these taxes or market schemes.
This could translate into rising direct and indirect costs linked
to carbon emissions, where the strongest impact would likely
be on costs of sales linked to raw materials, production, and
distribution emissions. Carbon taxes on household emissions
or costs passed through to our consumers linked to household
emissions may impact their disposable income and ultimately
their purchasing power.
Impact on Business Groups
All Business Groups could be impacted by carbon taxes or
voluntary removal costs. Per unit of consumption, our Ice Cream
business has the highest carbon emissions from the use of
dairy ingredients and the energy used in ice cream storage/
transport/point-of-sale freezer cabinets. The highest absolute
carbon emissions from sourcing materials, production and
distribution, is in Home Care whereas it is lowest in Beauty &
Wellbeing.
Timeframe: Medium term to long term
We have developed a CTAP which sets out in detail activities
to reduce our carbon emissions. For example, our eco-
efficiency programmes aim to reduce energy demand and
emissions in our operations, and beyond our operations,
we are working with agricultural raw material suppliers on
climate-smart agriculture and aim to cut emissions from
energy use in more than 3 million point-of-sale ice cream
cabinets.
We support the use of internal carbon pricing as a tool to
help us achieve our zero emissions goal. We use an internal
carbon price of €70 per tonne to inform our investment
decision-making.
Key targets:
■ Halve greenhouse gas impact of our products across the
lifecycle by 2030
■ Zero GHG emissions in our operations by 2030
■ Net zero GHG emissions across our value chain by 2039
44
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
-
Risk
Land use regulations
Regulatory risks continued
Management of risk
Actions:
These could drive reforms to radically restructure current global
land use patterns to conserve and expand forest land, serving
as the main natural carbon removal solution. This could reduce
land available for food crops, pasture, and timber and hence
access to our primary commodities which could drive reduced
crop output and increase raw material prices.
We monitor potential land use regulations to ensure we
understand their implications so that we can adapt our
raw material supply strategy. In partnership with others, we
continue to work towards a deforestation-free supply chain
for our key agricultural raw materials. In addition, we are
working with farmers across our supply chain to drive
sustainable sourcing and regenerative agriculture.
Impact on Business Groups
All Business Groups could be impacted by land use regulation.
The majority of our products are derived from agricultural raw
materials and thus any limitations placed on land use would
have a similar impact across each Business Group. Specific
land use regulations vis-à-vis certain usages/crops could
impact the Business Groups differently e.g. if dairy farming
land was restricted and nothing else, then the Ice Cream
business would be most impacted.
Timeframe: Medium term to long term
Key targets:
■ Deforestation-free supply chain in palm oil, paper and
board, tea, soy and cocoa by 2023
■ Help protect and regenerate 1.5 million hectares of land,
forests and oceans by 2030
Product composition regulations
Actions:
These could restrict or ban the use of certain GHG-intensive
components and ingredients in everyday products. This would
require the redesign of products and packaging to comply,
which could increase costs.
Impact on Business Groups
All Business Groups could be impacted by product composition
regulations. If there was a ban on the use of GHG-intensive
ingredients/components, then there is a greater likelihood that
the impact on our Personal Care and Home Care businesses
would be greater than on our other businesses, as some
personal care products in certain countries use HFC propellants
and in home care, various chemicals such as soda ash are used.
Timeframe: Medium term to long term
We monitor regulatory developments to ensure that our
product composition is compliant and that future
innovations/products are designed to consider forthcoming
climate-related legislation. As part of our CTAP, we are
committed to reducing the GHG impact of our products
and as part of this, we are reviewing our intensive GHG
components and ingredients and looking for substitutions
or how changes in their production processes can reduce
their GHG emissions. We have a diverse portfolio of products
and offer a range of formats to meet consumer's needs and
this helps mitigate the potential impact of restrictions or
bans on specific GHG-intensive materials. Specifically on
HFC propellants, we are working with regulators to change
the regulations to allow the use of alternative propellant
systems.
Key targets:
■ Replace fossil-fuel-derived carbon with renewable or
recycled carbon in all our cleaning and laundry product
formulations by 2030
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
45
- Planet & Society: Task Force on Climate-related Financial Disclosures statement
Regulatory risks continued
Risk
Sourcing transparency and product labelling
regulations
These could increase significantly through pressure from
regulators, consumers, and investors. This could lead to
disclosure compliance risks and rising commodity costs linked
to radical transition to transparent supply chains, as well as a
potential loss of market share to more transparent competitors.
Impact on Business Groups
All Business Groups could be impacted by sourcing
transparency and product labelling regulations and, given the
nature of all the raw materials used, the risk to each Business
Group is equal.
Timeframe: Medium term to long term
Management of risk
Actions:
We monitor regulatory developments to ensure that our
product labelling is compliant and that future innovations/
products are designed to consider forthcoming climate-
related legislation. As part of our CTAP we are committed to
improving sourcing transparency, through collaboration with
our suppliers, and transparency with consumers through
communicating the carbon footprint of our products. We
have a diverse portfolio of products and offer a range of
formats to meet consumer's needs and this helps mitigate
the potential impact of product labelling regulations.
Key targets:
■ 100% sustainable sourcing for key agricultural crops
■ Communicate a carbon footprint for every product we sell
Extended producer responsibility (EPR)
Actions:
This means that producers are held accountable for their
environmental and social impacts across the product value
chain. This could lead to improvements of lifecycle traceability
from sourcing to managing end-of-life treatment of products
and packaging. Circular product design and manufacturing
practices could become a requirement in many regions to
incentivise efficient and responsible resource extraction, and
pass waste management costs through higher disposal and
recycling fees to producers.
We support EPR policies and schemes and we’re
investing directly in waste collection, processing and
capacity-building projects to recycle more plastic.
Innovation is also critical to help develop:
■ Suitable packaging that is fully recyclable and more
widely recyclable.
■ Product formats suitable for refill and reusable
packaging solutions.
■ Higher levels of recycled material into our packaging
Impact on Business Groups
All Business Groups could be impacted by the extended
producer responsibility risk. Given the nature of our products
and their packaging, the risk to each Business Group is equal,
apart from Home Care and Personal Care businesses which use
sachets to serve the needs of low-income consumers. These
sachets are difficult to collect and recycle.
Timeframe: Short term to long term
and components.
Key targets:
■ 50% virgin plastic reduction by 2025
■ 100% reusable, recyclable or compostable plastic
packaging by 2025
■ 25% recycled plastic by 2025
■ Collect and process more plastic than we sell by 2025
46
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
-
Risk
Market risks
Management of risk
Energy transition and rising energy prices
Actions:
This could be driven by increased electrification, the
deployment of renewable energy solutions, associated
transmission, distribution and storage infrastructure, as well
as the adoption of emerging low-carbon technologies such
as biogas, green hydrogen and ammonia. This could increase
our operations, suppliers, and end-consumers’ utility costs.
We mitigate our market risks by decarbonising our
operations through eco-efficiency measures in our factories,
powering our operations with renewables and transitioning
heating and cooling for our factories to lower emission and
renewable sources (see page 36).
Impact on Business Groups
All Business Groups could be impacted by energy transition
and rising energy prices and the likely impact would be equal
across all the Business Groups.
Timeframe: Short term to long term
Key targets:
■ 100% renewable electricity by 2030
■ Transition to 100% renewable heat by 2030
Energy and commodity market volatility
Actions:
This could potentially lead to increased uncertainty in financial
planning and forecasting for key commodities, as well as
a higher cost associated with risk management. Other
considerations include potential manufacturing or supply
disruptions linked to availability or higher cost of energy and
sourced commodities.
Impact on Business Groups
All Business Groups could be impacted by energy and
commodity market volatility and the likely impact would be
equal across all the Business Groups.
Timeframe: Short term to long term
We manage commodity price risks through forward-buying
of traded commodities and other hedging mechanisms.
Key targets:
■ 100% sustainable sourcing for key agricultural crops
■ Empower farmers and smallholders to protect and
regenerate farm environments
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
47
- Planet & Society: Task Force on Climate-related Financial Disclosures statement
Risk
Water scarcity
Physical environment risks
Management of risk
Actions:
This could lead to increased droughts while limited resources to
irrigate soils could reduce crop outputs. Water shortages could
also impact our manufacturing sites and our ability to supply
water-based products. Our consumers could also face water
shortages in their everyday activities in certain regions, creating
a need for water-smart or waterless products or services.
Impact on Business Groups
All Business Groups could be impacted by water scarcity.
Given the nature of our products, the impact of drought on
crop production would be equal across all Business Groups.
However, the impact of water shortages on consumers would
likely impact their washing behaviours and hence impact the
Personal Care and Home Care businesses to a greater extent.
Timeframe: Medium term to long term
We mitigate physical environment risks by investing in new
products and formulations that work with less water, poor
quality water or no water. Many of our hair care products
now have fast-rinse technology as standard, using less
water. We are working with local communities to develop
water stewardship programmes. We monitor changing
weather patterns on a short-term basis and integrate
weather system modelling into our forecasting process.
Key targets:
■ Implement water stewardship programmes in
100 locations in water-stressed areas by 2030
Extreme weather events
Actions:
This could significantly disrupt our entire value chain. Sustained
high temperatures could lead to reduced crop outputs due to
reduction in soil productivity which could translate into higher
raw material prices. Weather events such as hurricanes or
floods, which would become increasingly common and
intense, could cause plant outages or disrupt our distribution
infrastructure. Additionally, macroeconomic negative shocks,
caused by extreme weather events, could reduce or destroy
consumer demand and purchasing power among affected
communities.
We have extreme weather contingency plans which we
implement as necessary to secure alternative key material
supplies at short notice or transfer or share production
between manufacturing sites. We manage commodity price
risks through forward-buying of traded commodities and
other hedging mechanisms. Our Regenerative Agriculture
Principles and Sustainable Agriculture Code encourage our
agricultural raw material suppliers to adopt practices which
increase their productivity and resilience to extreme weather
and we aim to increase the hectares of protected and
regenerated land.
Impact on Business Groups
All Business Groups could be impacted by extreme weather,
the most likely significant impact being the reduction of crop
outputs which, given the nature of our products, would impact
the Business Groups equally.
Timeframe: Medium term to long term
Key targets:
■ Empower farmers and smallholders to protect and
regenerate farm environments
■ Help protect and regenerate 1.5 million hectares of land
48
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
-
Opportunity
Capitalisation of opportunity
Innovative products and services opportunities
Growth in plant-based or lab-grown foods
Actions:
This could increase rapidly in the coming years. As people
become more environmentally conscious and there is
regulation on land use, we could see a rise in plant-based
diets away from animal-based protein.
Timeframe: Short term to long term
We're capitalising on innovative product and service
opportunities by offering a range of vegan and vegetarian
products.
Key targets:
■ €1.5 billion of sales per annum from plant-based products
in categories whose products are traditionally using
animal-derived ingredients by 2025
Opportunity
Capitalisation of opportunity
Resource efficiency, resilience, and market opportunities
Investment in energy transition technologies
Actions:
This represents a shift to efficient and less centralised energy
supply and consumption (e.g. through on-site renewable
energy generation and storage), zero-emission logistics and
designing products for resource-efficient consumption. This
could drive decarbonisation across the value chain, while
opening up the opportunity to access the utility market as an
off-grid generator and create new revenue streams from grid
balancing or demand side response services or providing
excess renewable power of oversized capacity to supply
chain partners.
We capitalise on resource efficiency opportunities by
generating renewable electricity at our factory sites
where feasible (see page 36), targeting emissions
reduction from our logistics suppliers and own
vehicle fleet (see page 38) and through product
reformulations which make our products more
resource efficient in use – for example, many of our
laundry products are now low-temperature washing
as standard (see page 19).
Timeframe: Short term to long term
Key targets:
■ Zero GHG emissions in our operations by 2030
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
49
-
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Summary of high-level quantitative assessment
We have undertaken high-level quantitative assessments for
six risks and opportunities. The results are shown in the tables
below. These assessments show the gross impact before any
action which Unilever might take to respond. The ranges reflect
the different results from the reactive (ɾ) and proactive (ρ)
pathways assessed.
We first undertook scenario analysis in 2017 on 2°C and 4°C
scenarios. In 2021, we completed a 1.5°C scenario analysis.
The results of this work on the way to 1.5°C is consistent with
this previous work. The key differences are due to: the more
extreme measures that would need to be taken to achieve
a 1.5°C outcome; the evolution of the scientific assumptions
contained within the IPCC's AR6 report; and a more detailed
approach to the scenario analysis. The financial impact in
2030 is more significant in the 1.5°C scenario. However, the
scenario avoids the greater negative impacts from the physical
risks associated with higher temperature rise scenarios in 2050
and beyond.
Financial quantification of assessed risks and opportunities
Potential financial impact on
profit in the year (€bn)(a)
Regulatory and Market Risks
Key assumptions
Sensitivity
2030
2039
2050
1. Carbon tax and voluntary carbon
removal costs
We quantified how high prices from
carbon regulations and voluntary offset
markets for our upstream Scope 3
emissions might impact our raw and
packaging materials costs, our
distribution costs and the neutralisation
of our residual emissions post-2039.
2. Land use regulation impact on food
crop outputs
We quantified how changing land use
regulation to promote the conversion of
current and future food crops to forests
could drive reduced crop output and
lead to increased raw material prices,
impacting sourcing costs.
■ Absolute zero Scope 1 and 2 emissions
by 2030
■ Scope 3 emissions exclude consumer
use emissions
■ Carbon price would reach 245 USD/
tonne by 2050, rising more aggressively
in early years in a proactive scenario
■ The price of carbon offsetting would
reach 65 USD/ tonne by 2050
■ Offsetting 100% of emissions on and
after 2039
■ By 2050, in a proactive scenario, land
use regulation would increase prices by:
■ Palm: ~28%
■ Commodities and food ingredients:
~33%
■ By 2050, in a reactive scenario, land use
regulation would increase prices by:
■ Palm: ~10%;
■ Commodities and food ingredients:
~11%
3. Impact of rising energy prices for
suppliers and in manufacturing
We quantified how electricity and gas
price increases could impact both total
energy annual spend as well as indirect
cost increases passed through from raw
material suppliers.
■ High uncertainty surrounds possible
shifts to energy prices during a
transition to 1.5°C world
■ Analysis assumes that by 2050 average
electricity prices would:
■ Rise ~16% in The Americas
■ Rise ~18% in Europe
■ Decline ~1% in ASIA/AMET/RUB(b)
■ By 2050 average global gas prices
would rise by ~141%
ρ
ɾ
ρ
ɾ
ρ
ɾ
-3.2
-5.2
-6.1
-2.4
-4.8
-6.1
-0.8
-2.1
-5.1
-0.3
-0.7
-1.7
-0.6
-1.5
-3.4
-0.6
-1.5
-3.4
Physical Environmental Risks
Key assumptions
Sensitivity
2030
2039
2050
4. Water scarcity impact on crop yields
■ By 2050, in a proactive scenario, water
We quantified how increased water-
stressed areas and prolonged droughts
would reduce crop outputs due to water
scarcity in agricultural regions, decreasing
crop viability, and impacting raw material
prices.
scarcity would increase prices by:
■ Palm: ~10%; Commodities and food
ingredients: ~11%
■ By 2050, in a reactive scenario, water
scarcity would increase prices by:
■ Palm: ~14%; Commodities and food
ingredients: ~16%
ρ
ɾ
-0.2
-0.5
-1.2
-0.3
-0.7
-1.7
50
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
-
Financial quantification of assessed risks and opportunities
Potential financial impact on
profit in the year (€bn)(a)
Physical Environmental Risks
Key assumptions
Sensitivity
2030
2039
2050
5. Extreme weather (temperature)
impact on crop yields
We quantified how extreme weather
events such as sustained high
temperatures could impact crop output
and therefore sourcing costs across key
commodities.
■ By 2050, in a proactive scenario,
extreme weather would increase
prices by:
■ Palm: ~12%; Commodities and food
ingredients: ~14%
■ By 2050, in a reactive scenario, extreme
weather would increase prices by:
■ Palm: ~18%; Commodities and food
ingredients: ~21%
ρ
ɾ
-0.3
-0.8
-1.9
-0.4
-1.1
-2.8
Opportunities
Key assumptions
Sensitivity
2030
2039
2050
6. Growth in plant-based foods category
We quantified the potential revenue
opportunity from anticipated growth
in the global plant-based foods market
and possible market share in 2025.
■ By 2050, the total global market for
plant-based products would rise to
~USD 1.6 trillion
■ Maintain a constant market share
■ Product mix and product margins would
remain constant
ρ
ɾ
0.5
1.7
6.4
0.5
1.7
6.4
(a) These potential financial impacts are based on high-level quantitative assessments of certain risk and opportunity areas which could impact us in 2030, 2039 and 2050
and assume no actions to mitigate risk are taken and if no actions to capitalise on opportunities are taken.
(b) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
There is still much to do to advance our understanding of the
risk and opportunities facing our business and our industry,
and our strategic responses to such a radically different future.
This analysis represents an important step to continue to
engage and challenge our business and our stakeholders to
define how we can make sustainable living commonplace.
Metrics and targets
Our CTAP includes key metrics and targets to assess and
manage climate risks and opportunities across our value
chain. Two of the targets have been recognised as science-
based targets by the Science Based Targets initiative – see
page 38 for more details. A summary of the climate metrics
and targets we are currently able to measure can be found
on pages 38 to 41, and form part of these TCFD disclosures.
Next steps
The analysis suggests that policy interventions and changing
socio-economic trends, such as regulations related to carbon
pricing, land use, product composition, sourcing transparency
and product labelling, and EPR would have the most
significant impact on our value chain along the journey to
a 1.5°C world. The next level of impact would be as a result of
the transition of the energy system with rising energy prices
and market volatility. We would also experience the impact of
physical environment risks associated with a warmer climate,
even in a 1.5°C world. While the potential risks and financial
impact of limiting global warming to 1.5°C are significant if no
mitigating actions are taken, the impact of the potential risks
that would exist if we were not to reduce warming to 1.5°C are
potentially even more significant.
The outcomes from our analysis provide us with initial high-
level insights into these potential business and financial
impacts. These form an important input to our strategic
planning process.
In summary, the radical and disruptive system-wide
transformation we could face in the journey to limit warming
to 1.5°C by 2100, would present a significant range of material
risks, where regulatory and economic risks would be the most
disruptive. However, many opportunities would also emerge,
which we would be well placed to seize given our ambitious
commitments are aligned with a proactive route towards net
zero by 2039.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
51
-
Financial performance
Unilever Group performance
Unilever
Turnover growth
Underlying sales growth*
Underlying volume growth*
Operating margin
Underlying operating margin*
Free cash flow*
Cash flow from operating activities
Net cash flow (used in)/from investing activities
Net cash flow (used in)/from financing activities
Business Group performance
Beauty & Wellbeing
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin*
Personal Care
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin*
2022
14.5 %
9.0 %
(2.1) %
17.9 %
16.1 %
€5.2bn
€10.1bn
€2.5bn
€(8.9)bn
2022
€12.3bn
20.8 %
7.8%
17.6%
18.7%
2022
€13.6bn
15.9 %
7.9%
16.6%
19.6 %
2021
3.4 %
4.5 %
1.6 %
16.6 %
18.4 %
€6.4bn
€10.3bn
€(3.2)bn
€(7.1)bn
2021
€10.1bn
11.6 %
8.5 %
21.1 %
22.1 %
2020
(2.4) %
1.9 %
1.6 %
16.4 %
18.5 %
€7.7bn
€10.9bn
€(1.5)bn
€(5.8)bn
2020
€9.1bn
(7.2) %
(3.9) %
19.2 %
20.4 %
2021
€11.7bn
2020
€12.0bn
(2.3) %
0.3 %
19.9 %
21.3 %
(0.3) %
5.3 %
21.3 %
22.7 %
52
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance
Business Group performance continued
-
Home Care
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin*
Nutrition
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin*
Ice Cream
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin*
∗ Key Financial Indicators.
2022
€12.4bn
2021
€10.6bn
2020
€10.5bn
17.3 %
11.8 %
8.6 %
10.8 %
2022
€13.9bn
6.1 %
8.6 %
32.4 %
17.6 %
2022
€7.9bn
14.8 %
9.0 %
9.8 %
11.7 %
1.1 %
3.9 %
12.2 %
13.4 %
(3.4) %
4.5 %
11.9 %
14.5 %
2021
€13.1bn
2020
€12.5bn
4.9 %
5.5 %
16.1 %
19.3 %
2021
€6.9bn
3.2 %
5.7 %
12.1 %
13.9 %
0.7 %
1.8 %
16.3 %
18.9 %
2020
€6.6bn
(3.4) %
0.2 %
10.8 %
13.4 %
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 55 to 59.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
53
- Financial performance: Additional financial disclosures
Additional financial disclosures
Cash flow
Cash flow from operating activities decreased by €(0.2) billion
primarily as a result of a €0.4 billion unfavourable working
capital movement. Inventories saw an increase of €1 billion
from Prestige Beauty and resilience building amidst supply
constraints in Ice Cream. This was partly offset by €0.6 billion
movement in payables net of receivables.
€ million
Operating profit
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
Cash flow from operating activities
Income tax paid
Net capital expenditure
Net interest and preference dividends paid
Free cash flow*
Net cash flow (used in)/from investing activities
Net cash flow (used in)/from financing activities
2022
10,755
1,946
(422)
(119)
203
(2,335)
177
(116)
2021
8,702
1,763
(47)
(183)
(61)
23
161
(53)
10,089
10,305
(2,807)
(2,333)
(1,627)
(1,239)
(457)
(340)
5,198
2,453
6,393
(3,246)
(8,890)
(7,099)
Income tax paid increased by €0.5 billion compared to the
prior year due to €0.3 billion tax on separation of ekaterra,
country tax rate mix effect, reduced benefits in tax settlements
and other one-off items.
Net cash flow from investing activities was €2.5 billion
compared to €(3.2) billion in the prior year primarily driven
by proceeds from sale of the Tea business of €4.6 billion
partly offset by net consideration of €0.8 billion paid for
Nutrafol acquisition. Capital expenditure further increased
in 2022 by €0.4 billion.
Net cash flow used in financing activities was €(8.9) billion
compared to €(7.1) billion in the prior year primarily due
to higher net repayment of borrowings by €3.1 billion. This was
partially offset by reduction in share buybacks of €1.5 billion
compared to the prior year.
Balance sheet
€ million
Goodwill and intangible assets
Other non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interest
Total equity
Total liabilities and equity
2022
2021
40,489
38,591
18,175
19,103
19,157
17,401
77,821
75,095
25,427
24,778
Goodwill and intangible assets were €40.5 billion. This was
an increase of €1.9 billion compared to the prior year. The
increase was driven by Nutrafol acquisition which contributed
€1.2 billion and a positive impact from currency of €0.8 billion
offset by €0.2 billion decrease due to Dollar Shave Club
impairment. See note 21 on pages 198 to 201 and note 9
on pages 172 to 198 for more.
Other non-current assets decreased by €(0.9) billion primarily
as a result of fall in values of pension assets as a result of
higher interest rates. Current assets increased by €1.8 billion
led by inventories, trade and other current receivables and
cash and cash equivalents, partly offset by reduction in assets
held for sale following the Tea business disposal. Inventories
increased by €1.2 billion driven by cost inflation and increased
holdings for supply resilience. Trade and other current
receivables increased by €1.6 billion driven by transitional
service agreement relating to sale of the Tea business and
turnover growth. Cash and cash equivalents increased by
€0.9 billion driven by cash inflows from operating and investing
activities partly offset by financing activities.
Non-controlling interest was flat versus the prior year as
increase in profits was offset by dividends.
Net debt*
Closing net debt was €23.7 billion compared to €25.5 billion
as at 31 December 2021 driven by free cash flow and proceeds
from disposals net of acquisitions, partly offset by dividends,
share buybacks and currency impact. Net debt to underlying
earnings before interest, taxation, depreciation and
amortisation (UEBITDA)* was 2.1 as at 31 December 2022
versus 2.2 in the prior year. Underlying EBITDA means operating
profit before the impact of depreciation, amortisation and
non-underlying items within operating profit. This is primarily
used to assess our leverage level.
Movement in net pension liability/asset
The table below shows the movement in net pension liability/
asset during the year. Pension assets net of liabilities were
in surplus of €2.6 billion at the end of 2022 compared with a
surplus of €3.0 billion at the end of 2021. Values of assets and
liabilities reduced by €7.2 billion and €7.6 billion respectively,
primarily driven by higher interest rates.
€ million
1 January
Gross service cost
Employee contributions
Actual return on plan assets (excluding interest)
Net interest income/(cost)
Actuarial gain/(loss)
Employer contributions
Currency retranslation
Other movements(a)
31 December
2022
2,993
(186)
12
(6,483)
44
6,130
303
(63)
(181)
2,569
30,693
30,571
(a) Other movements relate to special termination benefits, changes in asset
56,120
55,349
19,021
2,680
17,107
2,639
21,701
19,746
77,821
75,095
ceiling, past service costs including losses/(gains) on curtailment, settlements
and other immaterial movements. For more details see note 4B on pages 162
to 167.
*
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 55 to 59.
54
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
-
Financial performance: Additional financial disclosures
Finance and liquidity
Approximately €1.1 billion (or 26%) 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 186 to 191. The remaining
€3.2 billion (or 74%) 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
€449 million (2021: €83 million, 2020: €98 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 2022 were $5,200 million
and €2,550 million. The additional undrawn revolving 364-day
bilateral credit facilities of €1,500 million as on 31 December
2021 were cancelled in 2022. Further information on liquidity
management is set out in note 16A to the consolidated
financial statements.
Material cash commitments from contractual and
other obligations
The following table shows the amount of our contractual and
other obligations as at 31 December 2022. The material cash
commitments from contractual and other obligations arise
from our borrowings which include bonds, commercial paper,
bank and other loans, interest on these borrowings and trade
payables and accruals.
€ million
Bonds
Commercial paper,
bank and other
loans
Interest on
financial liabilities
Trade payables
and accruals
Lease liabilities
Other lease
commitments
Purchase
(a) &
obligations
other long-term
commitments
Others (b)
Total
Due
within 1
year
2022
25,094
2,585
Due in
1-3 years
5,757
Due in
3-5 years
Due in
over 5
years
4,242
12,510
2,657
2,646
5
—
6
3,692
518
839
668
1,667
17,334
17,166
1,649
397
102
565
28
340
38
347
319
64
52
39
164
4,057
1,806
610
183
55,412
25,365
1,332
427
9,079
688
—
231
—
6,005
14,963
(a) For raw and packaging materials and finished goods.
(b)
Includes other financial liabilities and deferred consideration for acquisitions.
Further details are set out in the following notes to the
consolidated financial statements: note 10 on pages 175 to
177, note 15C on pages 183 to 185, and note 20 on pages 197
and 198. We are satisfied that our financing arrangements
are adequate to meet our short term and long term cash
requirements. In relation to the facilities available to the
Group, borrowing requirements do not fluctuate materially
during the year and are not seasonal.
Guaranteed US debt securities
At 31 December 2022 the Group had in issue US$10.8 billion
(2021: US$12.1 billion; 2020: US$11.5 billion) bonds in
connection with a US shelf registration. See page 235 for
more information on these bonds and related commentary
on guarantor information.
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 reconciliation 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 2022
Annual average
rate in 2021
5.414
7.047
82.303
15,535
57.194
0.851
1.050
6.366
7.663
87.599
16,983
58.401
0.861
1.187
In the following sections, we set out our definitions of the
following non-GAAP measures and provide reconciliation
to relevant GAAP measures:
■ underlying sales growth;
■ underlying volume growth;
■ underlying price growth;
■ non-underlying items;
■ underlying earnings per share;
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
55
- Financial performance: Additional financial disclosures
■ underlying operating profit and underlying operating
margin;
■ underlying effective tax rate;
■ constant underlying earnings per share;
■ free cash flow;
■ underlying return on assets;
■ net debt; and
■ underlying return on invested capital.
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.
The reconciliation of changes in the GAAP measure of turnover to USG is as follows:
2022 vs 2021 (%)
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)
2021 vs 2020 (%)
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)
2020 vs 2019 (%)
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 &
Wellbeing Personal Care
Home Care
Nutrition
Ice Cream
20.8
3.8
(0.1)
8.1
6.9
1.0
7.8
11.6
6.0
—
(3.0)
(3.1)
0.2
8.5
(7.2)
1.9
—
(5.2)
(5.4)
0.2
(3.9)
15.9
—
—
7.4
6.2
1.1
7.9
(2.3)
—
—
(2.6)
(2.9)
0.3
0.3
(0.3)
0.2
—
(5.5)
(5.7)
0.2
5.3
17.3
—
—
4.9
2.6
2.2
11.8
1.1
—
(0.1)
(2.6)
(2.9)
0.3
3.9
(3.4)
0.2
(0.2)
(7.5)
(7.8)
0.3
4.5
6.1
0.3
(7.1)
4.9
3.6
1.2
8.6
4.9
1.3
(0.3)
(1.5)
(1.8)
0.3
5.5
0.7
4.1
(0.5)
(4.6)
(4.8)
0.3
1.8
14.8
—
—
5.4
3.9
1.5
9.0
3.2
—
(0.1)
(2.3)
(2.6)
0.4
5.7
(3.4)
—
(0.1)
(3.5)
(4.3)
0.8
0.2
Group
14.5
0.8
(1.8)
6.2
4.7
1.4
9.0
3.4
1.4
(0.1)
(2.4)
(2.6)
0.3
4.5
(2.4)
1.4
(0.2)
(5.4)
(5.7)
0.3
1.9
(a) 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.
(b) 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.
Underlying price growth
Underlying volume 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.
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.
56
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures
-
The relationship between USG, UVG and UPG is set out below:
Underlying earnings per share
Underlying volume growth (%)
Underlying price growth (%)
Underlying sales growth (%)
2022 vs
2021
2021 vs
2020
2020 vs
2019
(2.1)
11.3
9.0
1.6
2.9
4.5
1.6
0.3
1.9
Refer to page 52 for the relationship between USG, UVG and
UPG for each of the Business groups.
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 other
items within operating profit classified here due to their
nature and frequency.
■ 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
Operating profit
Non-underlying items within operating
profit (see note 3)
Underlying operating profit
Turnover
Operating margin
Underlying operating margin
2022
10,755
2021
8,702
2020
8,303
(1,072)
9,683
60,073
17.9%
934
9,636
52,444
16.6%
1,064
9,367
50,724
16.4%
16.1%
18.4%
18.5%
Further details of non-underlying items can be found in note 3
on page 159 of the consolidated financial statements.
Refer to note 2 on page 155 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 EPS) is calculated
as underlying profit attributable to shareholders’ equity
divided by the diluted average number of ordinary shares.
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 for reconciliation of net
profit attributable to shareholders’ equity to underlying profit
attributable to shareholders' equity.
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:
€ million
Taxation
Tax impact of:
Non-underlying items within operating profit(a)
Non-underlying items not in operating profit but
within net profit(a)
Taxation before tax impact of non-underlying
Profit before taxation
Share of net (profit)/loss of joint ventures and
associates
Profit before tax excluding share of net profit/
(loss) of joint ventures and associates
Non-underlying items within operating profit
before tax(a)
2022
2021
2,068
1,935
273
219
(121)
(41)
2,220
10,337
2,113
8,556
(208)
(191)
10,129
8,365
(1,072)
934
Non-underlying items not in operating profit but
within net profit before tax
164
64
Profit before tax excluding non-underlying items
before tax and share of net profit/(loss) of joint
ventures and associates
Effective tax rate
Underlying effective tax rate
(a) Refer to note 3 for further details on these items.
9,221
9,363
20.4
24.1
23.1
22.6
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.
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:
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
57
- Financial performance: Additional financial disclosures
€ million
Underlying profit attributable to shareholders’
equity(a)
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(b)
Constant underlying earnings attributable to
shareholders’ equity
Diluted average number of share units (millions of
units)
Constant underlying EPS (€)
(a) See note 7.
(b) See pages 55 and 56 for further details.
Free cash flow
2022
2021
€ million
6,568
6,839
Total financial liabilities
Current financial liabilities
(307)
(106)
(200)
—
6,061
6,733
2,559.8
2,609.6
2.37
2.58
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
Less: cash and cash equivalents
held for sale
Other current financial assets
Non-current financial assets
derivatives that relate to financial
liabilities
Net debt
2022
(29,488)
(5,775)
(23,713)
4,326
4,225
101
—
1,435
2021
(30,133)
(7,252)
(22,881)
3,415
3,387
106
(78)
1,156
51
52
(23,676)
(25,510)
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 cash flow from operating activities to
FCF is as follows:
€ million
2022
2021
2020
Cash flow from operating activities
10,089
10,305
10,933
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
(2,807)
(2,333)
(1,875)
(1,627)
(1,239)
(457)
5,198
(340)
6,393
(932)
(455)
7,671
2,453
(3,246)
(1,481)
(8,890)
(7,099)
(5,804)
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.
Net debt is 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.
Underlying return on invested capital
Underlying 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. Underlying 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.
€ million
Operating profit
Non-underlying items within
operating profit (see note 3)
Underlying operating profit before
tax
2022
10,755
(1,072)
2021
8,702
934
9,683
9,636
Tax on underlying operating profit(a)
(2,331)
(2,175)
Underlying operating profit after
tax
Goodwill
Intangible assets
Property, plant and equipment
Net assets held for sale
Inventories
Trade and other current receivables
Trade payables and other current
liabilities
Period-end invested capital
Average invested capital for the
period
Underlying return on invested
capital (%)
7,352
21,609
18,880
10,770
24
5,931
7,056
7,461
20,330
18,261
10,347
1,581
4,683
5,422
(18,023)
46,247
(14,861)
45,763
46,005
43,279
16.0
17.2
(a) Tax on underlying operating profit is calculated as underlying operating profit
before tax multiplied by underlying effective tax rate of 24.1% (2021: 22.6%)
which is shown on page 57.
58
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
-
Financial performance: Additional financial disclosures
Underlying return on assets
Underlying return on assets is a measure of the return
generated on assets for each Business Group. This measure
provides additional insight on the performance of the Business
Groups and assists in formulating long-term strategies with
respect to allocation of capital across Business Groups.
Business Group underlying return on assets is calculated as
underlying operating profit after tax for the Business Group
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
Business Group. The annual average is computed by adding
the amounts at the beginning and the end of the calendar
year and dividing by two.
€ million
2022
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)
Underlying return on assets (%)
2021
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)
Underlying return on assets (%)
Beauty &
Wellbeing
Personal Care
Home Care
Nutrition
Ice Cream
2,292
(552)
1,740
1,775
—
1,386
1,439
(3,562)
1,038
979
178
2,237
(505)
1,732
1,541
—
1,074
1,048
(2,743)
920
863
201
2,679
(644)
2,035
2,259
2
1,352
1,601
(3,918)
1,296
1,403
145
2,505
(565)
1,940
2,422
2
1,083
1,216
(3,214)
1,509
1,355
143
1,344
(324)
1,020
2,112
—
909
1,457
(3,955)
523
558
183
1,417
(320)
1,097
1,913
—
765
1,093
(3,178)
593
638
172
2,449
(590)
1,859
2,196
20
1,267
1,632
919
(221)
698
2,428
—
1,017
927
Total
9,683
(2,331)
7,352
10,770
22
5,931
7,056
(4,095)
(2,493)
(18,023)
1,020
1,295
144
2,525
(570)
1,955
2,235
678
974
1,355
(3,673)
1,569
1,643
119
1,879
1,780
39
952
(215)
737
2,236
—
787
710
5,756
6,015
122
9,636
(2,175)
7,461
10,347
680
4,683
5,422
(2,053)
(14,861)
1,680
1,564
47
6,271
6,063
123
Other information
Auditor's report
Accounting standards and critical accounting policies
The consolidated financial statements have been prepared
in accordance with IFRS as adopted by the UK and IFRS as
issued by the International Accounting Standards Board. The
accounting policies are consistent with those applied in 2021
except for the recent accounting developments as set out in
note 1 on pages 154 to 155. 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 154 to 155.
The Independent Auditor’s Report issued by KPMG LLP on the
consolidated results of the Group, as set out in the financial
statements, was unqualified and contained no exceptions or
emphasis of matter. For more details see pages 135 to 149.
2021 financial review
The financial review for the year ended 31 December 2021 can
be found on pages 36 to 43 of our Annual Report and Accounts
on Form 20-F filed with the United States Securities and
Exchange Commission on 9 March 2022.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
59
-
Non-financial performance
Improve the health of the planet
Climate action
Target
2022
2021
2020
Zero GHG emissions in our operations by 2030 (% change
in tonnes of GHG emissions from energy and refrigerant
use since 2015)(a)
-100%
-68%†
'
-64%
-58%
Halve GHG impact of our products across the lifecycle
by 2030 (% change in grams of CO2e per consumer use
since 2010)(b)
-50%
-19%
'
-14%Θ
'
-10%
Protect and regenerate nature
Target
2022
2021
2020
Help protect and regenerate 1.5 million hectares of land,
forests and oceans by 2030 (hectares)
1.5m
100% sustainable sourcing of our key agricultural crops
(% purchased)
100%
Implement water stewardship programmes in 100 locations
in water-stressed areas by 2030 (number of water
stewardship programmes)
100
0.2m
81%
0.1m
79%
8
–
–
–
–
Waste-free world
Target
2022
2021
2020
50% virgin plastic reduction by 2025 (% change in total
tonnes of virgin plastic used vs 2019 baseline)(b)(c)(d)
25% recycled plastic by 2025 (% of total used in
packaging)(b)(c)(d)
100% reusable, recyclable or compostable plastic
packaging by 2025 (% of total tonnes of reusable,
recyclable or compostable plastic packaging used)(b)(c)(d)(f)
-50%
25%
100%
-13%
-8%(e)
'
18%
21%
55%†
53%
52%
–
–
Collect and process more plastic than we sell by 2025
(tonnes of plastic packaging collected and processed,
% of tonnes of plastic sold)(b)(c)(d)
100%
58%
Maintain zero non-hazardous waste to landfill in
our factories (% disposed)
0%
0%
–
0%
Halve food waste in our operations by 2025
(% change since 2019)
-50%
'
-17%
-4%(g)
'
–
0%
–
60
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance
Improve people’s health, confidence and wellbeing
Positive nutrition
Target
2022
Double the number of products sold that deliver positive
nutrition by 2025 (% of servings sold)(a)
70% of our portfolio to meet WHO-aligned nutritional
standards by 2022 (% of sales by volume)(a)(h)
95% of packaged ice cream to contain no more than 22g
total sugar per serving by 2025 (% of sales by volume)(a)
95% of packaged ice cream to contain no more than
250 kcal per serving by 2025 (% of sales by volume)(a)
85% of our Foods portfolio to help consumers reduce their
salt intake to no more than 5g per day by 2022 (% of sales
by volume)(a)(h)
54%
70%
95%
95%
85%
48%†
64%†
89%
94%
82%†
-
2021
2020
41%
27%
63%Θ
61%△
89%
–
94%
93%
81%Θ
77%
€1.5 billion of sales per annum from plant-based products
in categories whose products are traditionally using
animal- derived ingredients by 2025 (€ sales)
€1.5bn €1.2bn
–
–
Health and wellbeing
Target
2022
2021
2020
Take action through our brands to improve health and
wellbeing and advance equity and inclusion, reaching
1 billion people per year by 2030 (number of people reached
through brand communications and initiatives)
1bn
667m
686m
–
Contribute to a fairer and more socially inclusive world
Equity, diversity and inclusion
Target
2022
2021
Spend €2 billion annually with diverse businesses
worldwide by 2025 (€ spend)
€2bn
€818m
€445m
2020
–
Raise living standards
Help 5 million SMEs to grow their business by 2025
(number of SMEs)(i)
Future of work
Target
5m
Target
2022
2021
2020
1.8m†
1.2m
–
2022
2021
2020
Reskill or upskill our employees with future-fit skills by 2025
(% of employees with future-fit skills)
100%
15%
7%
–
†
Θ
Δ
This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the
2022 Unilever Basis of Preparation for assured metrics see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
This metric was subject to independent limited assurance by PwC in 2020. For details and 2020 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
(a) Measured for 12 month period ended 30 September.
(b) Measured for 12 month period ended 30 June.
(c) For the vast majority of products in scope, we have used the actual weight of plastic packaging sold to calculate this metric. For the remainder, we estimate the weight
using the average packaging weight of similar products.
(d) We have updated the scope of reporting on our plastic commitments from 29 to 27 countries to improve our data accuracy.
(e) We have updated our baseline period for reporting from 1 July 2017 – 30 June 2018 to 1 January – 31 December 2019 to improve our data quality. We have therefore
restated our 2021 performance using the 2019 baseline. Please see pages 32 to 33 for more details.
(f) Refers to ‘actual recyclability’ of plastic packaging, meaning that it is both technically possible to recycle the material; and that there are established examples to
recycle the material in the region where it is sold. The 'technical recyclability' metric was subject to independent limited assurance by PwC, see page 33.
(g) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance.
(h) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet Unilever's Science-based Nutrition Criteria (USNC) by 2028.
(i) Measured for the 3 month period October to December.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
61
- Non-financial performance: Additional non-financial disclosures
Additional non-financial disclosures
Unilever is subject to a number of mandatory reporting requirements. In the following pages, we provide part of our Section 172
disclosure, our Streamlined Energy and Carbon Reporting disclosure, employee gender reporting in alignment with the UK
Corporate Governance Code, our non-financial and sustainability information statement in line with the UK Companies Act 2006,
and our EU Taxonomy disclosure.
Section 172: Engaging with our stakeholders
The information set out below, together with the information on page 87 of our Governance Report, which explains how the
Board considers and engages with stakeholders, forms our section 172 statement under the UK Companies Act 2006. The
Unilever Compass Strategy for Sustainable Growth on page 4 details the six stakeholder groups we have identified as critical
to our future success: shareholders, our people, consumers, customers, suppliers & business partners and planet & society.
Throughout the Strategic Report we explain how we’ve worked to create value for each in 2022, as well as how our business
benefits from these vital relationships.
Stakeholder
How we engaged in 2022
Find out more
Shareholders
We engage with our
shareholders on our strategy,
business performance and
sustainability.
Our people
Our 127,000 talented people
give their skills and time in
Unilever offices, factories and
R&D laboratories around the
world.
■ We speak directly to shareholders through quarterly results
Pages 87 and 90
broadcasts and conference presentations, as well as through
meetings and calls about aspects of business performance,
consumer trends and sustainability issues.
■ Senior leaders and our Board speak directly to shareholders on
a broad range of issues. For example, in 2022 we presented to
investors on our Prestige business and our Health & Wellbeing
brand strategies.
■ We ran an investor event focused on our strategy for delivering
growth in December 2022.
■ Through our UniVoice survey we engaged with around 96,000 office
and factory-based employees in 2022 across a number of topics,
from employee wellbeing to leadership performance.
■ We also continued our UniPulse questionnaires, asking employees to
rate certain aspect of the company such as culture, work-life balance
and development opportunities.
■ We continued our ‘Your Call’ sessions with our CEO and ULE members
to give our workforce direct and regular access to our leadership
team to ask questions on issues of concern to them as employees,
such as our new Compass Organisation, diversity and inclusion,
returning to the workplace and company financial performance. Our
Chair, Nils Andersen, participated in a Your Call in November 2022.
■ At a market level, we held regular local, leader-led virtual townhall
meetings to engage with employees on locally relevant topics and
issues.
■ For the second year running, we held a virtual Compass Live event to
engage our employees on our Compass strategy, progress and
factors affecting our performance.
Pages 27 to 29
and 89
Consumers
3.4 billion people use our
products every day.
■ We use consumer research from partners such as Kantar, Nielsen
Pages 12 to 26
and Ipsos, who we engage through their regular surveys and panels.
■ We engage around three million consumers through our various
engagement platforms annually.
62
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance: Additional non-financial disclosures
-
Stakeholder
How we engaged in 2022
Find out more
Customers
We partner with global
retailers and digital commerce
marketplaces through to small
family-owned stores, to grow
our business and theirs.
Suppliers & business partners
We work with suppliers in
over 150 countries to source
materials and provide
critical services for us, while
supporting mutual and
sustainable growth.
Planet & society
As a global business with a
global footprint, we consider
the planet and all its citizens
to be a key stakeholder.
■ We are members of the Advantage Group Survey to help us
understand how we can improve our customers’ experience.
■ Our larger retail partners have direct channels into us via our
Customer Development teams, meeting regularly to discuss a range
of topics including shopper insights and ways to drive category
growth and sales. Through these relationships we produce Joint
Business Plans for mutual benefit.
■ We use an online platform to provide shopper insights and research
for our smaller retailer customers.
Pages 12 to 27
■ Through our Supply Chain and Procurement teams, we communicate
with our suppliers and business partners frequently.
■ We conduct an annual Partner with Purpose survey to understand
how our suppliers feel about working with Unilever and areas for
improvement.
Pages 32, 34
and 36
■ As part of our sustainability materiality process, we analyse insights
from our key stakeholders to make sure we’re focusing on the most
important sustainability issues and to inform our reporting – see our
website for more details.
Pages 30 to 41
and 87
■ We continued our partnerships with other businesses throughout
the year, advocating for policy change on a range of sustainability
topics, including increased levels of national climate ambition and
access to finance for the vulnerable communities most affected by
the impacts of climate change.
■ Our CEO continued to support the UK COP26 presidency as a
member of the COP26 Business Leaders Group in 2022. We also
attended COP27.
Employee diversity
As part of our disclosure to comply with the UK Corporate Governance Code 2018, the table below shows our workforce diversity
by gender and work level as at 31 December 2022.
Gender statistics
Board
Unilever Leadership Executive (ULE)
Senior management (reporting to ULE)
Management(a)
Total workforce
2022
2021
Female
5
38%
3
23%
27
31%
8,740
54%
46,014
36%
Male Unspecified
0
8
62%
10
77%
60
69%
7,583
46%
80,974
64%
0
0
18
0.1%
68
0.06%
Female
6
46%
4
31%
20
27%
8,733
52%
52,925
36%
Male Unspecified
0
7
54%
9
69%
55
73%
8,047
48%
95,087
64%
0
0
7
0.04%
32
0.02%
(a)
Includes ULE and senior management.
Unspecified includes those who are not identified as male or female in our systems.
Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 467 (63%) males and 280 (37%) females
(see pages 214 to 224).
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
63
- Non-financial performance: Additional non-financial disclosures
Streamlined Energy and Carbon Reporting (SECR)
In line with the requirements set out in the UK Government’s guidance on Streamlined Energy and Carbon Reporting, the
table below represents Unilever’s energy use and associated GHG emissions from electricity and fuel in the UK (1 October to
30 September), calculated with reference to the Greenhouse Gas Protocol. The scope of this data includes eight manufacturing
sites and 11 non-manufacturing sites based in the UK. In 2022, the UK accounted for 7% of our global total Scope 1 and 2
emissions as well as 7% of our global energy use, outlined in the table below. See page 36 for more on energy efficiency
measures taken during 2022.
UK operations
Biogas (kWh)
Natural gas (kWh)
LPG (kWh)
Fuel oils (kWh)
Coal (kWh)
Electricity (kWh)
Heat and steam (kWh)
Total UK energy (kWh)(a)
Total global energy (kWh)
Total UK Scope 1 emissions (tonnes CO2)(b)
UK Scope 1 emissions (kg CO2) per tonne of production
Total UK Scope 2 emissions (tonnes CO2)(b)(c)
UK Scope 2 emissions (kg CO2) per tonne of production
2022
2021
2020
13,520,000
10,025,000
9,420,000
242,688,000
226,110,000
231,832,000
937,000
1,411,000
0
0
0
0
1,464,000
59,000
0
107,309,000
171,897,000
190,790,000
255,480,000
192,738,000
201,709,000
362,788,000
364,635,000
392,499,000
6,609,692,000
7,002,482,000
7,037,674,000
39,545
50.5
0
0
45,740
56.9
0
0
46,918
49.1
527
0.6
(a) Fleet and associated diesel use excluded as it is not material. Transportation is operated by a third party and accounted for under Scope 3.
(b) We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). Our only material GHG
from energy is CO2, reported as required by the GHG Protocol. Other gases are immaterial. Energy use data is taken from meter reads and energy invoices from each
site and then converted to kWh using standard conversion factors as published by the IPCC.
(c) Carbon emission factors for grid electricity calculated according to the ‘market-based method’. Total Scope 2 emissions reported as zero as we now use 100%
renewable grid electricity across all our sites in the UK.
64
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance: Additional non-financial disclosures
-
Non-financial and sustainability 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. Our business model
can be found on pages 2 to 3, which identifies our stakeholder groups, and our principal risks can be found on pages 67 to 75.
Further information on these matters can be found on our website and in our Human Rights Report, including relevant policies.
Non-financial matter and relevant sections of
Annual Report
Environmental matters
Relevant sections of Annual Report and Accounts:
■ Climate action
■ Waste-free world
■ Protect and regenerate nature
■ Our Climate Transition Action Plan: Annual Progress Report
■ Task Force on Climate-related Financial Disclosures
statement
Social and community matters
Relevant sections of Annual Report and Accounts:
■ Raise living standards
Employee matters
Relevant sections of Annual Report and Accounts:
■ Our People & Culture
■ Equity, diversity and inclusion
■ Raise living standards
■ Future of work
■ Employee health and wellbeing
■ Safety at work
Human rights matters
Relevant sections of Annual Report and Accounts:
■ Raise living standards
■ Human rights
Anti-corruption and bribery matters
Relevant sections of Annual Report and Accounts:
■ Culture of integrity
Annual Report page reference
■ Policies and due diligence: pages 32 to 33 and 35 to 41
■ Position and performance (including relevant non-
financial KPIs): pages 39 to 40 and 60
■ Risk: pages 43 to 51 and 69 and 70
■ Impact: pages 32 and 33 and 43 to 51
■ Policies and due diligence: page 34
■ Position and performance (including relevant non-
financial KPIs): pages 34 and 61
■ Risk: pages 34 and 74
■ Impact: page 34
■ Policies and due diligence: pages 27 to 29
■ Position and performance (including relevant non-
financial KPIs): pages 27 to 29 and 61
■ Risk: pages 27 to 29 and 71
■ Impact: pages 27 to 29
■ Policies and due diligence: page 34
■ Position and performance (including relevant non-
financial KPIs): pages 34 and 61
■ Risk: pages 34 and 74
■ Impact: page 34
■ Policies and due diligence: page 29
■ Position and performance (including relevant non-
financial KPIs): page 29
■ Risk: pages 29 and 74
■ Impact: page 29
WEF/IBC metrics
The World Economic Forum (WEF) and the International Business Council (IBC) have defined a number of metrics and disclosures
to help standardise environmental, social and governance reporting. Our Annual Report and Accounts includes a number of
the 'core' WEF/IBC metrics and disclosures, including: Governing purpose (pages 4 to 5), Ethical behaviour (page 29), Risk and
opportunity oversight (pages 67 to 75), Climate change (pages 35 to 41), and Employment and wealth generation (pages 27 to
28 and 34. Further information on core metrics will be available on our website.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
65
-
Non-financial performance: Additional non-financial disclosures
EU Taxonomy disclosures
The EU Taxonomy sets out reporting obligations for certain European businesses. It outlines certain activities deemed to be
environmentally sustainable, and refers to them as “eligible” and “aligned” activities. For each eligible activity, businesses
need to assess whether they make a substantial contribution to the climate change mitigation and adaptation objectives
and whether they cause any significant harm with respect to the following environmental objectives: i) sustainable use and
protection of water and marine resources, ii) transition to a circular economy, iii) pollution prevention and control, and
iv) protection and restoration of biodiversity and ecosystems.
If the eligible activities are considered to make a substantial contribution and do no significant harm in accordance with the
criteria set out in the regulations, then the eligible activities are designated as “aligned” as long as the business also meets
a minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition.
The EU Taxonomy is work in progress, and in creating the current list of environmentally sustainable activities, the European
Commission have not yet considered our industry, focusing instead on the more carbon intensive industries where they believe
there is the most potential for climate change mitigation or adaptation.
Using the current list of eligible activities and the alignment criteria, we have reviewed the Group’s turnover, capital expenditure
and operating expenditure (as defined by the EU Taxonomy) to identify the extent of any eligible and aligned activities within
our business. The outcome of our review is presented below.
As the EU Taxonomy is not yet applicable to us and we are providing these disclosures voluntarily, we have chosen to set out
the extent of our eligible and aligned activities in a simplified format instead of showing them in the tables prescribed by the
EU Taxonomy.
Turnover
None of our turnover as detailed in our consolidated income statement (page 149) for the year ended 31 December 2022 is
derived from eligible activities. As a consequence, none of our turnover can be classified as aligned.
Operating expenditure
Operating expenditure as per the EU Taxonomy is defined as directly incurred, non-capitalised costs relating to research and
development, building renovations, short-term leases and the repair and maintenance of property, plant and equipment.
None of our operating expenditure for the year ended 31 December 2022 is in respect of eligible activities. As a consequence,
none of our operating expenditure can be classified as aligned.
Capital expenditure (intangible assets and property, plant and equipment)
17.7% of our capital expenditure for the year ended 31 December 2022, as detailed in our consolidated financial statements
(pages 173 and 175 to 176) is in respect of eligible activities. The majority of this relates to the acquisition of buildings as shown
in the table below. We have determined that none of this eligible capital expenditure can be classified as aligned. The principal
reason is because we do not have sufficient detailed documentation to support that this expenditure makes a substantial
contribution to either the climate change mitigation or climate change adaptation environmental objectives. It should be noted
that we do meet the minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition.
Taxonomy-eligible but not Taxonomy-aligned activities
4. Energy
4.1 – Electricity generation using solar photovoltaic technology
4.9 – Transmission and distribution of electricity
4.15 – District heating/cooling distribution
4.23 – Production of heat/cool from renewable non-fossil gaseous and liquid fuels
4.24 – Production of heat/cool from bioenergy
5. Water supply, sewage, waste management and remediation
5.1 – Construction, extension and operation of water collection, treatment and supply systems
5.3 – Construction, extension and operation of wastewater collection and treatment
5.5 – Collection and transport of non-hazardous waste in source segregated fractions
5.7 – Anaerobic digestion of bio-waste
5.9 – Material recovery from non-hazardous waste
6. Transport
6.5 – Transport by motorbikes, passenger cars and light commercial vehicles
7. Construction and real estate
7.2 – Renovation of existing buildings
7.3 – Installation, maintenance and repair of energy efficiency equipment
7.6 – Installation, maintenance and repair of renewable energy technologies
7.7 – Acquisition and ownership of buildings
Total Taxonomy-eligible but not Taxonomy-aligned activities
€ million
% Capex
0.6
1.2
2.0
0.1
0.1
0.4
1.0
0.1
0.1
0.5
5.0
3.3
5.1
0.8
457.7
478.0
0.0%
0.1%
0.1%
0.0%
0.0%
0.0%
0.1%
0.0%
0.0%
0.0%
0.2%
0.1%
0.2%
0.0%
16.9%
17.7%
66
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
-
Our Principal Risks
Our risk appetite and approach
to risk management
Risk management is integral to Unilever’s strategy and 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 in our
markets. In doing this, we take an embedded approach to risk
management which puts risk and opportunity assessment at
the core of the Board 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 minimum A/A2 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 CEO and CFO.
Organisation
The Board has overall accountability for the management
of risk and for reviewing the effectiveness of Unilever’s risk
management and internal control systems. The Board has
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 segment (either Business Group or country) through
which we operate has specific resources and processes for
risk reviews and risk mitigation. This is supported by the ULE,
which takes active responsibility for focusing on the principal
areas of risk to Unilever, including any emerging areas of
risks. The Board 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 4). 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 rests with senior
management across Business Groups, 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. Unilever’s functional
standards define mandatory requirements across a range of
specialist areas, which are key controls in mitigating these
risks. Examples include health and safety, cyber, accounting
and reporting, and financial risk management.
Our assessment of risk considers both short-term 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 Board at
least once a year.
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.
Assurance and re-assurance
Assurance on compliance with the Code of Business Principles
and 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 Board an objective and independent review of the
effectiveness of risk management and internal control systems
throughout Unilever.
Board assessment of compliance with the risk
management frameworks
The Board, 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 Board, through the Audit Committee, has 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 Board.
Details of the activities of the Audit Committee in relation to
this can be found in the Report of the Audit Committee on
pages 102 to 103.
Further statements on compliance with the specific risk
management and control requirements in the UK Corporate
Governance Code (2018), the US Securities Exchange Act (1934)
and the US Sarbanes-Oxley Act (2002) can be found on
page 93.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
67
- Principal risks
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 material to Unilever’s business and performance
at this time.
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). As part of our process to review our principal risks, we
also consider any additional risks that could emerge in the
future.
Our principal risks have not changed this year. We also reflect
on whether we think the level of risk associated with each of
our principal risks is increasing or decreasing. There are three
principal risks where we believe there is an increased level of
risk compared with last year:
■ Business transformation: the transformation resulting
from the Compass reorganisation will span the next two
years. This is coupled with the ongoing transformation
of our core business processes to create a superior
customer experience.
■ Climate change: this risk has intensified during 2022, as
actions to address global warming are not moving at the
pace anticipated and there has been an increase in physical
climate risks seen by increased flooding and droughts
together with the ongoing global energy crisis.
■ Economic and political instability: heightened risk due to
growing geopolitical tensions and supply chain pressures,
including the impact of the Russia-Ukraine war. Further,
2022 has seen unprecedented levels of inflation and
a possible recession impeding growth and delivery of
shareholder value.
Biodiversity loss has the characteristics of an emerging risk.
A loss of forests and soil due to potential physical and
regulatory risks could make future harvests more difficult
and expensive in the long term (see pages 45 and 48). Another
emerging risk is the potential failure to keep pace with
advancements such as artificial intelligence, machine learning
and augmented reality which are predicted to become critical
in understanding consumer preferences in the future.
We set out below certain mitigating actions that we believe
help us to manage our principal 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.
Risk
Brand
preference
Level of risk
No change
Risk description
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 or environmental 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.
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.
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Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
-
Principal risks
Risk
Portfolio
management
Risk description
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 Business
Groups, 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.
Management of risk
Our Business Group strategies 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 and disposal activity is driven
by our portfolio strategy with a clear, defined
evaluation process.
Level of risk
No change
Climate change Climate change and governmental actions
to reduce such change may disrupt our
operations and/or reduce consumer
demand for our products.
Climate change is already impacting our
business in various ways. Government
action to reduce climate change such as
the introduction of a carbon tax, land
use regulations or product composition
regulations which restrict or ban certain
GHG intensive ingredients, could impact our
business through higher costs or reduced
flexibility of operations.
Physical environment risks such as water
scarcity could impact our operations or
reduce demand for our products that
require water during consumer use.
Increased frequency of extreme weather
events such as high temperatures,
hurricanes or floods could cause increased
incidence of disruption to our supply chain,
manufacturing and distribution network. If
we do not take action, climate change could
result in increased costs, reduced profit and
reduced growth.
Increase
t
We monitor climate change and in 2021
we published our Climate Transition Action
Plan which provides details on how we
are reducing the carbon intensity of our
operations, developing products with a lower
carbon footprint or that require less water
during consumer use including details of how
we will achieve our GHG reduction targets
which include net zero emissions across our
value chain by 2039 and zero emissions in our
operations by 2030.
We are decarbonising our operations
through eco-efficiency measures, powering
our factories with renewable electricity,
transitioning to renewable energy for heating
and cooling and replacing climate harmful
refrigerants. We invest in new products and
formulations so that our products work with
less water, poor quality water or no water.
We monitor trends in raw material availability
and pricing due to short-term weather
impacts to ensure continued availability of
input materials and integrate weather system
modelling into our forecasting process.
We also monitor government policy and
actions to combat climate change and take
proactive action to minimise the impact on
our business and advocate for changes to
public policy frameworks consistent with the
1.5°C ambition of the Paris Agreement.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
69
-
Principal risks
Risk
Plastic
packaging
Level of risk
No change
Risk description
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 regulations 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 source recycled
plastic for use in our packaging. We are
also dependent on the work of our industry
partners to create and improve recycling
infrastructure throughout the world.
There is a risk around finding appropriate
replacement materials, but also 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.
Management of risk
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 multiple-
use packs, 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.
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. Digital commerce
continues to be a critical channel for growth.
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.
No change
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 emerging markets.
We identify changing shopper habits and
build relationships with new customers,
such as those serving the digital 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.
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Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
-
Level of risk
No change
No change
Principal risks
Risk
Talent
Business
Operations
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 marketplace trends.
A move to more agile ways of working is
ongoing 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 managed through
forward buying of traded commodities, other
appropriate hedging mechanisms and
product pricing. Trends are monitored and
modelled regularly and integrated into our
forecasting process.
Risk description
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.
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 geo
-
political sanctions, 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
Russia-Ukraine war is an adverse event that
has challenged and continues to challenge
the continuity and cost of our supply chain
in 2022.
Maintaining manufacturing operations
whilst adhering to changing local
regulations and meeting enhanced health
and safety standards has proven possible
but has required significant management. In
addition, ensuring the operation of a global
logistics network for both input materials
and finished goods continues to present
challenges and requires continued focus
and flexibility.
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.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
71
- Principal risks
Risk
Safe and high-
quality
products
Risk description
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.
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 with the level of incidents rising
year on year. 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.
Level of risk
No change
No change
Management of risk
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 marketplace 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.
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.
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Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
-
Level of risk
Increase
t
Increase
t
Principal risks
Risk
Business
Transformation
Economic
and political
instability
Management of risk
All acquisitions, disposals and global
organisational transformation projects are
sponsored by a member of the ULE. All such
projects have steering groups in place led
by a senior executive and regular progress
updates are provided to the ULE and Board
(where relevant). 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.
Risk description
Successful execution of business
transformation projects is key to delivering
their intended business benefits and
avoiding disruption to other business
activities.
In 2022, we announced the Compass
Organisation, a significant transformation
to the way Unilever operates through
five new Business Groups. We are also
continually engaged in major change
projects, including acquisitions and
disposals. These changes drive continuous
improvement in our business and
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.
Adverse economic conditions may affect
one or more countries, regions or may
extend globally. Unilever operates around
the world 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.
In 2022, organisations have seen significant
disruption and cost inflation coupled with
increased geopolitical tensions, such as the
Russia-Ukraine war. Further potential trade
and economic sanctions risk global supply
chain disruption and deep recession. Risks
associated with the global energy crisis are
leading to significantly higher energy prices
and could disrupt our operations.
Government actions such as trade and
economic sanctions, foreign exchange or
price controls can impact on the growth
and profitability of our local operations.
Unilever has more than half of its turnover
in emerging markets which can offer greater
growth opportunities but also exposes
Unilever to related economic and political
volatility.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
73
- Principal risks
Risk
Treasury
and Tax
Ethical
Level of risk
No change
No change
Risk description
Unilever is exposed to a variety of external
financial risks in relation to Treasury
and Tax.
The relative value 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
illiquidity.
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.
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.
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
ULE 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 Partner Policy helps us to
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.
74
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks
-
Risk
Legal and
regulatory
Risk description
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,
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.
Level of risk
No change
Management of risk
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.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
75
- Principal risks
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 59. In
addition, we describe in notes 15 to 18 on pages 180 to 195
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 includes consideration
of external factors such as rises in inflation and slowing GDP
growth. The assessment also included reviewing and
understanding the mitigation factors in respect of each
principal risk. The risks and mitigating factors are summarised
on pages 68 to 75.
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 inability to recover from inflationary impacts;
the termination of our relationships with the three largest
global customers; the loss of all material litigation cases;
a major IT data breach; the lost cost and growth
opportunities from not keeping up with technological
changes and increase in physical climate risks including
its impact on operational costs; and
■ assessing scenarios that involve more than one principal
risk including the following multi-risk scenarios:
Multi-risk scenarios modelled
Contamination issue with one of our
brands and the temporary closure of
three of our largest factories.
Geopolitical tensions leading to a major
global incident affecting the availability
of key materials from a location and
inability to recover all the increased cost
due to inflationary pressures.
Climate change-related flooding driving
closure of a key sourcing unit and
significant water shortages in key
markets.
Cyber-attack causing a temporary
shutdown of our systems and the impact
on profit if management failed to deliver
a major transformation project.
Findings
Level of severity reviewed
Significant reduction in sales of our largest
brand along with percolating impact on other
brands and closure of three of our largest
factories for a period of six months.
Closure of a key geographic market impacting
availability of raw materials and increased
operational costs due to inflationary pressures
not completely recovered.
Link to principal risk
■ Safe and high-quality products
■ Brand preference
■ Supply chain
■ Economic and political
instability
■ Supply chain
Closure of a sourcing unit for a period of six
months and significant water shortages causing
supply chain disruption in water-stressed sites
and changing consumer preference towards
water efficient products.
■ Climate change
■ Supply chain
■ Brand preference
Loss of turnover coupled with reduction margins
and ongoing reputational damage and loss of
confidence from our customers and consumers.
■ Systems and information
■ Business transformation
■ 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
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
was assessed. None of the future outlooks considered
resulted in significant liquidity headroom issues, primarily
because:
■ 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 €4.0 billion in any given year
■ the Group has the equivalent of €7.4 billion in 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, one of which is
climate, worst-case plausible scenarios have been assessed
together with multi-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.
76
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Governance
78 Chair's Governance statement
80 Board of Directors
82 Unilever Leadership Executive (ULE)
84 Corporate Governance statement
95 Report of the Nominating and Corporate Governance Committee
100 Report of the Audit Committee
105 Report of the Corporate Responsibility Committee
109 Directors' Remuneration Report
-
Chair's Governance statement
We have taken decisions
underpinned by high
corporate standards.
Nils Andersen
Chair
As outlined in my letter on pages 6 to 7, Unilever has
responded well to challenging macroeconomic events while
at the same time transforming its organisational model. As a
Board, we are confident that this transformation will deliver
greater speed, agility and accountability across the Group.
In a year of change, I am pleased to present our Corporate
Governance Report. The purpose of this Report is to update
you on developments within Unilever’s corporate governance
in the last year. We explain how we, as a Board, have taken
decisions, underpinned by high corporate governance
standards.
Board priorities and delivery
The focus of the Board in 2022 has been to drive the
Company’s vision; to deliver winning performance by being
the global leader in sustainable business. The Board has been
highly engaged in supporting the ULE and wider management
in this objective – especially through the aftermath of the
Covid pandemic and the current and continuing challenging
macroeconomic headwinds. In our meetings, we reviewed
and discussed the direction and strategies of each of the five
Business Groups as well as Unilever’s overall strategies in
respect of financial plan, supply chain operations, research
and development, and sustainability. In addition, the Board
has continued to engage with external stakeholders and
partake in deep dive knowledge sessions into certain areas
of the business such as cyber security management and
the Company’s ways of working following the Compass
Organisation transformation. The Board was also pleased
to be able to step up its face-to-face engagements with the
Unilever business overseas in 2022, following the relaxation
of many Covid restrictions. The Board held Board and
Committee meetings in the US and Singapore, and undertook
visits to Unilever’s businesses in India, Indonesia and Vietnam.
Details of the Board’s activity and focus during 2022 are set out
on page 86.
Culture
Consistent with previous years, the Board recognises the
importance and differentiation that culture brings in the
delivery of performance. At the heart of our Compass Strategy
for Sustainable Growth lies our purpose to make sustainable
living commonplace, delivered through our belief that
brands with purpose grow, companies with purpose last, and
importantly, people with purpose thrive. As a Board and as
Directors individually we aim to lead by example, promoting
a purposeful, accountable and high-performance culture.
We remain proud of the Company’s commitment to help equip
employees to stay fit for the future of work and build a strong
talent pipeline through our personalised future-fit
development plans.
The Board remains engaged in the furtherance of equity,
diversity and inclusion initiatives across our business. We want
to drive the Company’s vision to be a beacon for diversity
and inclusion in order to build a fairer, more inclusive society
through an equitable workplace. The Non-Executive Directors
actively participate in workforce engagement sessions across
the year, listening to employees and discussing focus topics
such as equity, diversity and inclusion, agile ways of working
and performance culture. The Board receives reports from
these sessions throughout the year as well as the results of
employee perception surveys and feedback from town hall
meetings. It is pleasing to see that the most recent UniVoice
survey, in which approximately 96,000 employees participated
globally, showed an overall employee engagement score of
81% in offices and 84% in factories. In particular, consistent
with the previous year, 94% of employees who participated
consider that Unilever conducted its business with integrity
and 87% of employees see Unilever as having an inclusive
working environment in which everyone’s views are valued.
These results demonstrate that people hold a positive view
of Unilever’s culture. The Board and the ULE will continue
to ensure that this permeates across the organisation.
78
Unilever Annual Report and Accounts 2022 | Governance
Chair's Governance statement
Board composition and succession
The Board saw a number of changes during the year, with the
appointment of Nelson Peltz and Hein Schumacher as Non-
Executive Directors, and the decision of our CEO, Alan Jope,
to retire in 2023. The Board is delighted that, after a thorough
global search, Hein Schumacher has been appointed as the
new CEO from 1 July 2023. More details on these appointments
can be found on pages 96 and 97.
It is my responsibility as Chair to provide leadership and
ensure that we have a Board able to make high-quality
decisions. A key part of that role is to ensure the Board works
collaboratively with the executive team, providing support and
guidance and constructively challenging management when
necessary. This requires Directors who have a diverse range
of skills, experience and attributes, which I am pleased, I can
confidently say, we have in our current Board.
Board and Committee evaluation
In line with our three-year cycle, the Board conducted an
evaluation of its performance in 2022. The Board’s review
was externally facilitated by an independent expert and
was conducted in tandem with internal evaluations of the
Committees. The findings from both processes provide a clear
agenda for us to continue to improve as a Board in 2023 and
provide areas for future focus, which are discussed in more
detail later in this report. The review confirmed that the Board
and its Committees are effective.
In particular, during 2022, the Board gave its full support
to Alan Jope in driving the Compass Organisation
transformation. With the appointment by the Board of a
new CEO from 1 July 2023, the Board will prioritise supporting
his effectiveness, alongside a focus on driving shareholder
value for the short, medium and long term, together with a
continued commitment to Unilever’s purpose and values.
The Board has confidence that Unilever’s new structure
together with its new leadership will prove a powerful
combination to enhance Unilever’s performance and, in
turn, bring value creation for its key stakeholders. Over
the course of 2023, the Board will continue to give its full
support to management in driving top line growth during
2023 and beyond.
Nils Andersen
Chair
-
The Board of Unilever has implemented
standards of corporate governance and
disclosure policies applicable to a UK
incorporated company, with listings in
London, Amsterdam and New York.
Application of the provisions of the 2018 UK
Corporate Governance Code (the ‘Code’)
In respect of the year ended 31 December 2022, Unilever
was subject to the Code (available from www.frc.org.uk).
The Board is pleased to confirm that Unilever applied the
principles and complied with all the provisions of the Code
throughout the year. Further information on compliance
with the Code can be found as follows:
Board leadership and Company purpose
Long-term value and sustainability
Culture
Shareholder engagement
Other stakeholder engagement
Conflicts of interest
Role of the Chair
Division of responsibilities
Non-Executive Directors
Independence
Composition, succession and evaluation
Appointments and succession planning
Skills, experience and knowledge
Length of service
Evaluation
Diversity
Audit, risk and internal control
Committee
Integrity of financial statements
Fair, balanced and understandable
Internal controls and risk management
External auditor
Principal and emerging risks
page
102
27, 78
90
87
88
85
85
88
96 – 97
98
99
88 – 89
97
101
101
102
103
103
102
Remuneration
Policies and practices
Alignment with purpose, values and long-term
strategy
Independent judgement and discretion
109 -131
113
109
Unilever also complied with the Listing Standards of
the New York Stock Exchange applicable to foreign
private issuers. Please see page 79 for further information.
Unilever Annual Report and Accounts 2022 | Governance
79
-
Board of Directors
Nils Andersen
Chair and Non-Executive Director
Alan Jope
CEO
Graeme Pitkethly
CFO
Nationality
Danish
Age 64, Male
Appointed April
2015
Nationality British
Age 58, Male
Appointed CEO
January 2019
Appointed
Director May 2019
Nationality British
Age 56, Male
Appointed CFO
October 2015
Appointed
Director April 2016
Current external appointments:
AkzoNobel NV (Chair); Worldwide
Flight Services (Chair); Salling
Foundation (NED); European Round
Table of Industrialists (member).
Previous experience: Faerch Plast
(Chair); Salling Group (Chair); BP plc
(NED); 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:
Generation Unlimited (Chair).
Previous experience: Beauty &
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:
Pearson plc (NED); Financial Stability
Board Task Force on Climate-related
Financial Disclosures (Vice Chair);
The 100 Group Main Committee (Vice
Chair); UN Global Compact (CFO Task
Force).
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.
Andrea Jung Vice Chair/
Senior Independent Director
Dr Judith Hartmann
Non-Executive Director
Adrian Hennah
Non-Executive Director
Nationality
American/
Canadian
Age 63, Female
Appointed May
2018
Nationality
Austrian
Age 53, Female
Appointed April
2015
Nationality British
Age 65, Male
Appointed
November 2021
Current external appointments:
Grameen America Inc. (President and
CEO); Mastercard Inc. (NED); Harvard
Business School (Professor).
Previous experience: Avon Products
Inc. (CEO); General Electric (Board
member); Daimler AG (Board member).
Current external appointments:
None.
Previous experience: ENGIE Group
(Deputy CEO); Suez (NED); General
Electric (various roles); Bertelsmann SE
& Co. KGaA (CFO); RTL Group SA (NED);
Penguin Random House LLC (NED).
Current external appointments:
J Sainsbury plc (NED); Oxford
Nanopore Technologies plc (NED).
Previous experience: Reckitt
Benckiser Group plc (Executive Director
& CFO); RELX plc (NED).
80
Unilever Annual Report and Accounts 2022 | Governance
-
Board of Directors
Susan Kilsby
Non-Executive Director
Ruby Lu
Non-Executive Director
Strive Masiyiwa
Non-Executive Director
Nationality
American/British
Age 64, Female
Appointed August
2019
Nationality
Chinese
Age 52, Female
Appointed
November 2021
Nationality
Zimbabwean
Age 62, Male
Appointed April
2016
Current external appointments:
Fortune Brands Innovations (Chair);
Diageo plc (SID); NHS England (NED);
UK Takeover Panel.
Previous experience:
BHP plc (NED); 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:
Uxin Limited (NED); Yum China
Holdings Inc. (NED).
Previous experience:
iKang Healthcare Group (NED); Blue
City Holdings Limited (NED).
Current external appointments:
Netflix Inc. (NED); International
Advisory Board of Bank of America
(Board member); Stanford University
Advisory Board (Board member);
National Geographic Society
(Board member).
Previous experience: Africa Against
Ebola Solidarity Trust (Co-Founder
and Chairman); Grow Africa (Co-
Chairman); Nutrition International
(Chairman); Rockefeller Foundation
(Trustee).
Professor Youngme Moon
Non-Executive Director
Nelson Peltz
Non-Executive Director
Hein Schumacher
Non-Executive Director
Nationality
American
Age 58, Female
Appointed April
2016
Nationality
American
Age 80, Male
Appointed July
2022
Nationality Dutch
Age 51, Male
Appointed
October 2022
Appointed CEO
effective 1 July
2023
Current external appointments:
Mastercard Inc. (Board member);
Sweetgreen Inc. (Board member); Jand
Inc. (Warby Parker) (Board member);
Harvard Business School (Professor).
Current external appointments:
Trian Fund Management LP (CEO &
Founding Partner); The Wendy's
Company (Chairman); Janus
Henderson Group (NED).
Previous experience: Harvard
Business School (Chair and Senior
Associate Dean for the MBA Program);
Massachusetts Institute of Technology
(Professor); Avid Technology (NED);
Rakuten Inc. (NED).
Previous experience: Invesco Ltd
(NED); Procter & Gamble (NED); Sysco
Corp. (NED); Ingersoll Rand plc (NED);
Heinz Company (NED); Triarc
Companies (CEO & Chairman).
Current external appointments:
Royal FrieslandCampina (CEO); Global
Dairy Platform (Chair).
Previous experience: Royal
FrieslandCampina (CFO); C&A AG
(Board member); Heinz China (CEO);
Kraft Heinz Company (senior
management positions); Ahold NV
(Corporate Controller Asia & Central
America).
Feike Sijbesma
Non-Executive Director
Nationality Dutch
Age 63, Male
Appointed
November 2014
Current external appointments:
Royal Philips (Chairman); Royal DSM
NV (Honorary Chairman); De
Nederlandsche Bank NV (Member
of the Supervisory Board); Trustees
of the World Economic Forum (Board
member); Board of the Global Center
on Adaptation (Co-Chair); Africa
Improved Foods (Advisor).
Previous experience: Royal DSM
NV (Former CEO); Utrecht University
(Supervisory Director); Stichting
Dutch Cancer Institute/Antoni van
Leeuwenhoek Hospital NKI/AVL
(Supervisory Director); CPLC WBG
(Chair).
Unilever Annual Report and Accounts 2022 | Governance
81
-
Unilever Leadership Executive (ULE)
Conny Braams Chief Digital &
Commercial Officer
Matt Close
President, Ice Cream
Reginaldo Ecclissato
Chief Business Operations & Supply
Chain Officer
Nationality Dutch
Age 57, Female
Appointed to ULE
January 2020
Joined Unilever
1990
Nationality British
Age 53, Male
Appointed to ULE
April 2022
Joined Unilever
1992
Current external appointments:
Kröller-Müller Museum (Advisory
Board member); Rotterdam School
of Management, Erasmus University
(Advisory Board member).
Previous experience: Unilever
Middle Europe (EVP); Unilever Benelux
(Chair and EVP); Home Care Europe
(EVP); Unilever Food Solutions Asia,
Africa and Middle East (EVP); various
Unilever marketing and general
management roles.
Previous experience: Various
Unilever roles including Global Ice
Cream (EVP); Ice Cream Europe (VP);
Marketing Foods and Ice Cream
Europe(VP); Marketing Home and
Personal Care UK & Ireland (VP);
Personal Care UK & Ireland (Category
Director); Magnum (European Brand
Development Director).
Nationality
Brazilian
Age 54, Male
Appointed to ULE
January 2022
Joined Unilever
1991
Previous experience: Mexico,
Caribbean, and Central America (EVP);
North America and Latin America (EVP
Supply Chain); Home Care for the
Americas (VP Supply Chain).
Hanneke Faber
President, Nutrition
Fernando Fernandez
President, Beauty & Wellbeing
Fabian Garcia
President, Personal Care
Nationality
Argentinian
Age 56, Male
Appointed to ULE
April 2022
Joined Unilever
1988
Previous experience: Latin America
(EVP); Brazil (EVP); Philippines (SVP);
Global Hair Care Europe (SVP); Hair
Care Latin America (VP); and Laundry
Argentina (Marketing Director).
Nationality Dutch
Age 53, Female
Appointed to ULE
January 2018
Joined Unilever
2018
Current external appointments:
Tapestry Inc. (NED); FoodDrinkEurope
(Board member); Leading Executives
Advancing Diversity (LEAD) (Advisory
Board member); Pepsi/Lipton JV
(Board member).
Previous experience: Bayer AG
(Supervisory Board member); Royal
Ahold Delhaize (CEIO & EC member);
Royal Ahold (CCO & EC member);
P&G (VP & GM).
Nationality
American
Age 63, Male
Appointed to ULE
January 2020
Joined Unilever
2020
Current external appointments:
Council on Foreign Relations in the US
(member); Arrow Electronics (Board
member).
Previous experience: Unilever North
America (President); 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).
82
Unilever Annual Report and Accounts 2022 | Governance
Unilever Leadership Executive (ULE)
-
Sanjiv Mehta President, Unilever,
South Asia, and CEO & Managing
Director, Hindustan Unilever
Nitin Paranjpe Chief People and
Transformation Officer, and Chair of
Hindustan Unilever
Richard Slater
Chief R&D Officer
Nationality Indian
Age 62, Male
Appointed to ULE
May 2019
Joined Unilever
1992
Nationality Indian
Age 59, Male
Appointed to ULE
October 2013
Joined Unilever
1987
Nationality British
Age 45, Male
Appointed to ULE
April 2019
Joined Unilever
2019
Current external appointments:
Heineken N.V. (Member of the
Supervisory Board).
Previous experience: Foods &
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.
Previous experience: 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).
Current external appointments:
Air India Limited (independent Board
Director); Board of Indian School of
Business (Director); Federation of
Indian Chambers of Commerce and
Industry (Senior Vice President); Breach
Candy Hospital Trust (member); South
Asia Advisory Board of Harvard
Business School (member); Xynteo’s
‘India 2022’ (Chair).
Previous experience: Advisory
Network to the High Level Panel for
a Sustainable Ocean Economy (Co-
Chair); Unilever North Africa and
Middle East (Chair and CEO); Unilever
Philippines Inc. (Chair and CEO);
Unilever Bangladesh Limited (Chair
and Managing Director).
Peter ter Kulve
President, Home Care
Maria Varsellona Chief Legal Officer
& Group Secretary
Nationality Dutch
Age 58, Male
Appointed to ULE
May 2019
Joined Unilever
1988
Nationality Italian
Age 52, Female
Appointed to ULE
April 2022
Joined Unilever
2022
Previous experience: Unilever South
East Asia & Australasia (President) and
Chief Digital Transformation & Growth
Officer; Corporate Transformation
(EVP); Unilever Benelux (Chair and
EVP); Unilever Ice Cream (Global Head
& EVP); various brand and channel
management roles.
Previous experience: Chief Legal
Officer and Company Secretary ABB;
Chief Legal Officer Nokia Group;
General Counsel Nokia Siemens;
General Counsel Tetra Laval Group;
variety of senior global legal roles
in General Electric Oil & Gas.
Unilever Annual Report and Accounts 2022 | Governance
83
I
Corporate Governance
Unilever's structure
Unilever PLC (Unilever), incorporated in England and Wales
in 1894, is the parent company of the Unilever Group.
Unilever’s shares are traded through its premium listing on
the London Stock Exchange and its listing on the Amsterdam
Exchange Index on Euronext. Unilever’s shares are also traded
on the New York Stock Exchange in the form of American
Depositary Receipts.
Unilever’s governance framework
To facilitate its oversight role, and to ensure that it retains
decision-making power over material matters, the Board has
put in place a governance framework to support the creation
of long-term value for stakeholders. The Board discharges
some of its responsibilities directly and others through four
principal Committees (Audit Committee, Compensation
Committee, Nominating and Corporate Governance
Committee, and the Corporate Responsibility Committee)
which it has established to provide dedicated focus on
particular areas. The Reports of each of these Committees
can be found on pages 100, 112, 95 and 105. The Report
of the Audit Committee includes a description of the risk
management and internal control arrangements for
the Group. In addition, there are two management
committees, the Unilever Leadership Executive (ULE)
and the Disclosure Committee.
Board
The Board's primary role is to ensure the long-term sustainable success
of Unilever for the mutual benefit of all our stakeholders.
Independent oversight and rigorous challenge
Audit
Committee (AC)
Corporate
Responsibility
Committee (CRC)
Responsible for
monitoring the integrity
of Unilever's financial
statements and for
ensuring the
effectiveness of the
internal audit function,
internal controls and risk
management processes,
and managing the
relationship with the
external auditor.
Oversees Unilever's
conduct as a responsible
and ethical global
business, reviews
sustainability-related
risks and reputational
matters and provides
guidance and
recommendations
to the Board on
sustainability and
reputational matters.
Nominating
and Corporate
Governance
Committee (NCGC)
Reviews the composition
of the Board and
Committees and makes
recommendations to
the Board on suitable
candidates for
appointment to the
Board and Committees.
Assists the Board on
Board and senior
management
succession planning,
conflicts of interest
and independence.
Compensation
Committee (CC)
Determines the
remuneration
framework/policy for
the Executive Directors
and ULE. Considers
alignment with
regulation, market
practice and principles
of good governance and
ensuring remuneration
is linked to corporate
and individual
performance. Also
reviews remuneration-
related workforce
policies and practices.
CEO & ULE
The CEO, supported by the ULE, is responsible for ensuring delivery of the Group's
strategy, business plans and financial performance.
Disclosure Committee
Responsible for overseeing the accuracy, materiality and timeliness of disclosure
of financial and other public announcements and evaluates and oversees
the adequacy of Unilever's disclosure controls and procedures.
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B
o
a
r
d
o
v
e
r
s
i
g
h
t
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C
:
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M
a
n
a
g
e
m
e
n
t
a
c
c
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u
n
t
a
b
i
l
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t
y
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Unilever Annual Report and Accounts 2022 | Governance
-
When there is a Board meeting, the Non-Executive Directors
usually also meet without the Executive Directors present.
The Chair, or in his absence the Senior Independent Director
(SID), chairs such meetings.
Attendance during the year at each of the Committees'
meetings is also set out below. Further information is provided
in the relevant Committee reports.
Site visits
In addition to the formal Board meetings, several
Non-Executive Directors visited Unilever sites in India,
Indonesia and Vietnam in order to better understand
the businesses in these countries. These site visits allow
the Non-Executive Directors to observe the Group's
operations in action, they reinforce their knowledge
and enable them to experience first-hand the culture
of the Group.
The site visits involve intensive itineraries. The Non-
Executive Directors receive presentations on a variety
of topics, including strategy, business and financial
performance, distribution and marketing. The Non-
Executive Directors meet with local management
teams, they visit markets and stores where Unilever
products are sold and meet, where possible, with
external stakeholders. Local workforce engagement
sessions are also organised wherever possible. Such
sessions took place in the US, Indonesia, Vietnam and
Singapore in 2022.
Corporate Governance
The Board has ultimate responsibility for the development
of strategy, material acquisitions and divestments, material
capital expenditure, the Company’s capital structure and
other financing matters, oversight of policies, procedures
and internal controls, setting and monitoring the Group’s
culture and promoting ethical behaviour.
A summary of the activities of the Board during the year is
provided in later pages of this Annual Report and Accounts
together with reports from each of the Committees. In
addition, the schedule of matters reserved for the Board, a
comprehensive summary of how the Board operates and the
terms of reference for the four principal Committees and the
Disclosure Committee are available on the Company’s website
in the Governance of Unilever. (www.unilever.com/board-and-
management-committees)
The Chair leads the Board and is responsible for its overall
effectiveness in directing the Unilever Group. The Chair sets the
Board’s 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
openness and debate. The Non-Executive Directors provide
constructive challenge, strategic guidance, specialist advice
and hold management to account. The Group Secretary
supports the Board to ensure that it has the policies,
processes, information, time and resources it needs to
function effectively and efficiently.
Board and Committee meetings
There were six scheduled Board meetings in 2022 and an
additional five meetings were convened to discuss strategic
and transactional matters. Two scheduled Board meetings
were held outside the UK in the US and Singapore, at which
time the Board visited local operations and met with the local
management teams and the workforce. The remainder of the
meetings were held in the UK.
Board and Committee attendance
Position
Chair
Nils Andersen
Non-Executive Directors
Judith Hartmann
Adrian Hennah
Andrea Jung
Susan Kilsby
Ruby Lu
Strive Masiyiwa
Youngme Moon
Nelson Peltz1
Hein Schumacher2
Feike Sijbesma
Executive Directors
Alan Jope
Graeme Pitkethly
Former Directors
Laura Cha3
John Rishton3
Board
NCGC
6/6
6/6
6/6
6/6
6/6
6/6
6/6
6/6
3/3
2/2
6/6
6/6
6/6
3/3
3/3
4/4
–
–
4/4
–
4/4
–
–
–
–
4/4
–
–
1/2
–
AC
–
8/8
8/8
–
8/8
–
–
–
–
2/2
–
–
–
–
4/4
CRC
–
–
–
–
–
–
3/4
4/4
–
–
4/4
–
–
–
–
1. Appointed as Non-Executive Director 20 July 2022
2. Appointed as Non-Executive Director 4 October 2022
3. Stepped down as Non-Executive Director 4 May 2022
Unilever Annual Report and Accounts 2022 | Governance
CC
8/8
–
–
8/8
–
8/8
–
–
3/3
–
–
–
–
3/4
–
85
- Corporate Governance
Board focus
During the year, the Board considered a comprehensive
programme of regular matters drawn from the schedule
of matters reserved for the Board and the immediate and
prospective operating environment. The schedule below is
not exhaustive and demonstrates the breadth of oversight
provided by the Board. Some of the Board's key decisions in
2022 are discussed in more detail on page 87.
Strategy and business plan
■
implemented and monitored the transition to the Compass
Organisation resulting in a category-led and market-
focused business model;
■ approved the acquisition of Nutraceutical Wellness Inc;
■ discussed the proposed acquisition of the consumer
healthcare business of GSK and Pfizer with the ultimate
decision not to continue with its proposed offer;
■ reviewed the Unilever strategy at Business Group level; and
■ reviewed the R&D strategy including the Group's
innovation pipeline.
Operational performance and financial management
■ regularly reviewed Unilever Group operational and financial
performance and delivery against strategic objectives,
business plans including budget and forecast, financial and
non-financial KPIs and against analysts’ consensus and
market guidance;
■ considered and approved quarterly dividends;
■ significant shareholders of PLC considered and approved
a share buyback programme of up to €3bn over 2022 and
2023; and
■ considered and approved the issuance of new shares to
be used to settle the vesting of share awards granted to
employees under various employee share plans.
Governance and external reporting
■ considered feedback from the Audit Committee in relation to
significant judgements, fair, balanced and understandable
assessment, going concern basis of preparation and
viability statement;
■ approved half- and full-year results and annual report
and accounts;
■ approved the notice of meeting for the AGM;
■ approved the Governance of Unilever and Committee terms
of reference; and
■ considered the work of the Nominating and Corporate
Governance Committee on Board composition and
succession planning and approved the appointments
of Nelson Peltz and Hein Schumacher as independent
Non-Executive Directors.
Society and sustainability
■ considered and approved the Modern Slavery Act Statement;
■ considered and supported commitments by management
on Nutrition to report the performance of our foods products
against nutrition standards; and
■ reviewed the sustainability strategy and performance,
including review of the regulatory development of
sustainability reporting requirements and the Group's
sustainability KPIs.
Political and regulatory environment
■ received updates from various external speakers on the
macro environment from economic, social and political
perspectives and global security issues; and
■ received updates on emerging legislation and regulation.
Culture and stakeholders
■ reviewed the 2022 workforce engagement programme
covering both employees and employee representatives
and considered feedback from the sessions; and
■ regularly reviewed investor feedback reports and
analysts' reports.
Risk and internal controls
■ considered feedback from the Audit Committee on its
assessment of the ongoing effectiveness of the Group’s
internal controls; and
■ reviewed the findings from the assessment of the Group’s
register of principal risks and focus risks and approved the
related risk management plans.
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Corporate Governance
Key decisions by the Board including Section 172 considerations
The table below shows some of the key decisions of the Board in 2022. The Directors confirm that the deliberations of the Board
incorporated appropriate consideration of the matters detailed in Section 172 of the Companies Act 2006. As stewards of the
Company, the Board recognises that having regard to the needs and expectations of stakeholders is crucial, as it ensures that
Unilever is well positioned to deliver long-term sustainable growth for the benefit of all its stakeholders.
Strategy and business plan
Background
The Compass Organisation, announced in January 2022, created a simpler organisation with five category-focused business
groups. Business plans are designed to unlock value from operational efficiency and predicated on resources being prioritised
towards higher growth categories and markets that have the greatest long-term potential for Unilever. Unilever’s acquisition
and disposal activity is driven by this same strategic objective.
In January 2022, the Board decided not to continue with its proposed offer to acquire the consumer healthcare business of GSK
and Pfizer. In May 2022, the Board approved the acquisition of an increased equity interest of up to a total of 80% in
Nutraceutical Wellness Inc. (Nutrafol brand). Nutrafol is a premium brand that has developed a range of clinically tested hair
products aimed at consumers experiencing hair loss and other hair wellness issues.
Stakeholder considerations
The Compass Organisation takes into account the interests of shareholders in its aims to create value for shareholders. It
takes into account customers and consumers and the additional focus that the new organisational structure can bring to
those groups. Suppliers will also continue to benefit from the scale of requirements that the Group can bring and overall
covenant of the Group.
Following the proposed offer for the consumer health business of GSK and Pfizer becoming public, the Board took into account
investor attitudes to the proposal in its decision not to continue with its proposed offer. The Board concluded that Unilever’s
ongoing strategy of organic growth and bolt-on acquisitions in relevant, higher value Business Group categories would
continue to deliver long-term sustainable value for Unilever’s shareholders and wider stakeholders.
In evaluating the acquisition of Nutrafol, the Board considered the alignment of the acquisition with Unilever’s strategy,
the potential financial returns on investment, and whether the commercial terms of the acquisition were in the interests of
shareholders as a whole. The Board agreed that Nutrafol was a good strategic fit for the Company. The Board also considered
the employees of Nutrafol in their deliberations, including how best to preserve the entrepreneurial culture and drive that the
founders of Nutrafol had created. In addition, the Board considered how best to minimise disruption during integration into
Unilever, as well as ways to support and retain Nutrafol employees.
Society and sustainability
Background
The Group’s vision is to deliver winning performance by being the global leader in sustainable business. During the year, the
Board supported the move to be the first global foods company to publicly report the performance of its product portfolio
against six different government-endorsed nutrient profile models as well as its own high nutrition standards. The Board
also reviewed the progress in respect of the Group’s progress under its Climate Transition Action Plan (CTAP), which remains
at the forefront of our thinking and activities. The regulatory environment continues to evolve in this area as well and the
Board continues to support the ULE and our management teams on the CTAP and in its ongoing review and response to
sustainability-related regulations together with the measurement of our progress in respect of these.
Stakeholder considerations
The Group’s vision supports stakeholders in all areas of the business as well as the environment. The commitment to nutritional
reporting arose as a result of dialogue and engagement with ShareAction, a non-governmental organisation who had been
engaging with Unilever's shareholders. The approach to sustainability assists suppliers in the development of sustainable
agriculture. Customers and consumers benefit from products that aim for the highest standards in sustainability.
Appointment of new directors
Background
In May 2022, the Board approved the appointment of Nelson Peltz as a Non-Executive Director of the Board. Nelson Peltz is the
chief executive and founding partner of Trian Fund Management, LP, an investment management firm that manages funds
which held interests in approximately 1.5% of Unilever’s issued share capital as at the date of his appointment. In addition, in
June 2022 the Board announced the appointment of Hein Schumacher as a Non-Executive Director of the Board, with effect
from 4 October 2022. It was announced on 30 January 2023 that Hein Schumacher would be appointed CEO of Unilever with
effect from 1 July 2023.
Stakeholder considerations
The Board considered Nelson’s and Hein's extensive experience in the global consumer goods industry and concluded that
their appointments to the Board would be beneficial to Unilever and its shareholders and wider stakeholders.
Unilever Annual Report and Accounts 2022 | Governance
87
Corporate Governance
Board commitment
All Directors are expected to attend each Board meeting
and each Committee meeting of which they are members,
unless there are exceptional reasons preventing them from
participating. Only members of the Committees are entitled
to attend Committee meetings, but others may attend at
the Committee Chair’s discretion. Executive Directors attend
Committee meetings by invitation only.
If Directors are unable to attend a Board or Committee
meeting, they have the opportunity beforehand to discuss
any agenda items with the Chair or the Committee Chair.
Board appointment
The report of the Nominating and Corporate Governance
Committee on pages 96 and 97 describes the work of the
Committee including in relation to Board appointments
and recommendations for re-election. The procedure for the
nomination and appointment of Directors is also contained
within the document entitled ‘Appointment procedure for
PLC Directors' which is available on our website. Directors
may be appointed by a simple majority vote of shareholders
at a general meeting, or on an interim basis by the Board
(in which case they will offer themselves for election
at the next AGM).
Composition, balance and independence
of the Board
As at 31 December 2022, the Unilever Board comprised
13 Directors: the Chair, two Executive Directors and ten
independent Non-Executive Directors. Alan Jope informed
the Board of his intention to retire from the Company at the
end of 2023. The appointment of Hein Schumacher as CEO
with effect from 1 July 2023 was announced in January 2023.
The balance of Directors on the Board ensures that no
individual or small group of Directors can dominate the
decision-making process. The biographies on pages 80 to 81
and the table on page 98 in the Nominating and Corporate
Governance Committee Report demonstrate a diverse Board
with a broad range of sector experience, skills and knowledge.
The Board carries out an annual review of the performance
of the Directors in addition to a thorough review of the Non-
Executive Directors’ and their related or connected persons’
relevant relationships in line with the best practice guidelines
in the UK and US. The criteria chosen by the Board to assess the
independence of the Non-Executive Directors, which is set out
in detail in the Governance of Unilever, includes in summary:
■ no additional remuneration or other benefits from any
Group company;
■ no material business relationships within the last three
years, including shareholder, customer, adviser and supplier
relationships, with any Group company;
■ no cross-directorships or significant links with other Directors
through involvement in other companies or bodies;
■ not more than nine years of service on the Board in normal
circumstances;
■ not a former employee of any Group company within the last
five years;
■ no close family ties with any of Unilever’s advisers, Directors
or senior management; and
■ no significant shareholdings in Unilever or any Group
company.
All the Non-Executive Directors are considered to have the
appropriate skills, knowledge, experience and character to
bring objective and constructive judgement and valuable
insights to the Board’s deliberations. The Board has concluded
that all the Non-Executive Directors were independent during
the period covered by this report.
The Chair was considered to be independent on appointment
and is committed to ensuring that the Board continues to
comprise a majority of independent Non-Executive Directors.
Conflicts of interest
Directors have a statutory duty to avoid actual or potential
conflicts of interest. The Board ensures that there are effective
procedures in place to avoid conflicts of interest by Directors.
A Director must without delay report any conflict of interest
or potential conflict of interest to the Chair and to the other
Directors and the Company Secretary, or, in case any conflict
of interest or potential conflict of interest of the Chair, to the
SID, the other Directors and the Company Secretary. The
Director in question must provide all relevant information to
the Board, so that the Board 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.
Unless authorised by the Board, together with compliance with
any restrictions that have been required of such a Director,
a Director may not take part in the decision-taking process
of the Board in respect of any situation in which he or she has
a conflict of interest. The Board consider the procedures that
have been put in place to deal with conflicts of interest
operate effectively.
The interests of new Directors are reviewed during the
recruitment process and authorised (if appropriate) by the
Board at the time of their appointment. Directors have a
continuing duty to update the Board on any changes to their
external appointments which are also reviewed by the Board
on a regular basis.
Unilever recognises that the Executive Directors acting as
directors of other companies is beneficial from a personal
development perspective and therefore also beneficial to the
Group. The number of external directorships of listed
companies is generally limited to one per Executive Director to
reduce the risk of excessive commitment and prior approval is
required from the Chair.
Board evaluation
Each year, the Board formally assesses its own performance,
including with respect to its composition, diversity and how
effectively its members work together to achieve objectives.
The last external evaluation was performed in 2019. In
December 2022 and January 2023, an independent third-party
consultant, No 4, facilitated a self-evaluation of the Board’s
effectiveness.
The evaluation consisted of individual interviews with each of
the Directors followed by a Board discussion in February 2023,
covering both the outcome of the evaluation and the proposed
actions to enhance the effectiveness of the Board. The
outcome of such discussions is taken into account in the
assessment of Directors when proposals for the re-election of
Directors is considered. The Chairman’s statement on pages 78
and 79 describes the key actions agreed by the Board
following the evaluation. The evaluation of the Board’s
principal Committees was performed under the supervision of
the respective Chairs and the Chief Legal Officer & Group
Secretary, taking into account the views of respective
Committee members and the Board members. The key actions
arising from these Committee evaluations can be found in
each of the Committee Reports.
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Unilever Annual Report and Accounts 2022 | Governance
Corporate Governance
Some of the key actions agreed by the Board following
the evaluation of the Board relate to succession planning.
Board succession and executive leadership succession with
a continued focus on driving diversity, especially gender,
and inclusion remain key. In addition, the Board will continue
to work with the executive leadership team to focus on
the retention of skilled, high potential individuals across
the Group.
Board induction and training
All new Directors participate in a comprehensive induction
programme when they join the Board. The induction
programme typically includes visits to the Group’s businesses,
meetings with other Board Directors, senior executives and
managers, advisers and the Group's internal and external
auditors. This is supplemented with a wide range of
information including historical Board and Committee papers,
internal and external reports and presentations covering the
key commercial, operational, financial and functional areas of
the Group and relevant policies and governance procedures.
The Chair ensures that ongoing training is provided for
Directors by way of site visits, presentations and circulated
updates at and between Board and Committee meetings.
The training covers, among other things, Unilever’s business,
environmental, social, corporate governance, regulatory
developments and investor relations matters. For example, in
2022 the Directors received presentations on directors' duties
and Unilever's Code of Business Principles. In addition, outside
of the scheduled Board meetings, several Directors visited
Unilever businesses and met with local management in India,
Indonesia and Vietnam.
Workforce engagement
The Board believes that taking into account feedback from
the workforce widens the diversity of its views when making
business decisions. In view of Unilever’s global footprint and
scope of operations, the Board decided that the most effective
way of organising its engagement with employees was to
share the responsibility among all Non-Executive Directors.
Unilever’s Workforce Engagement Policy provides for workforce
engagement in a variety of ways such as face-to-face
engagement sessions with Non-Executive Directors, engaging
with employee representatives, townhall meetings, site visits,
employee engagement surveys such as UniVoice (see page 27
for further information) and regular 'Your Call' sessions with
the CEO. These engagement activities cover the entire
workforce demographic in terms of geography, all business
groups, length of service, work level/seniority and supply chain
and office staff.
In 2022, Non-Executive Directors participated in ten workforce
engagement events, both virtually and in person, in the UK
as well as in Singapore, Vietnam and North America. A wide
range of topics were discussed including those that are
personal to the workforce and those of a more business and
strategic nature. Topics included agile working; reward and
performance culture; hybrid working; equality, diversity and
inclusion; safety; growth businesses; innovation in marketing;
consumer data; and the Compass Organisation
transformation.
Perspectives from the workforce have been taken into
consideration in decision making. For example, UniVoice
results from 2021 indicated challenges around operational
effectiveness within a matrix structure. The design of the
Compass Organisation in 2022 looked to address some of
these issues. Another such example of taking into account
feedback through these workforce engagement processes
resulted in the introduction of enhanced onboarding
procedures of third party service providers in factories,
in relation to aligning safety culture and enhanced risk
analysis and incident classification.
The Board evaluates the effectiveness of workforce
engagement on an annual basis and feedback is also sought
from employees who take part in the workforce engagement
sessions, thereby creating a feedback loop between the
Board and employees.
Unilever Annual Report and Accounts 2022 | Governance
89
Corporate Governance
Shareholder engagement
General meetings
The Board values open and meaningful discussions with our
shareholders on all matters.
The CFO has lead responsibility for shareholder engagement,
with the active involvement of the CEO and supported by the
Investor Relations department.
In 2022, a total of 550 meetings were held with institutional
shareholders based across the world involving the Chair,
the CEO, the CFO, the SID and the Investor Relations team.
Members of the ULE and the Investor Relations team also
met with investors at various industry conferences.
In December 2022, Unilever hosted a Capital Markets Day
at its London site, the first such event since 2019. There
was significant participation with over 70 investors and sell-
side analysts present in person, 700+ live webcast views and
circa 1,400 recorded webcast views. The CEO, CFO, our five
Business Group Presidents, the Chief Business Operations
Officer and the Chief Digital & Commercial Officer were
amongst the presenters at the event.
The Board receives regular briefings on investor reactions
to Unilever’s quarterly, half- and full-year 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 Chair or
the SID, and the Chair, Executive Directors and Chairs of
the Committees are also available to answer questions
from the shareholders at the AGM each year.
At the AGM, the Chair and CEO give their thoughts on
governance aspects of the preceding year, the Group’s
strategy together with a review of the performance of the
Group over the last year. Shareholders are encouraged to
attend the meeting and to ask questions at or in advance of
the meeting. The external auditors attend the AGM and are
entitled to address the meeting on any part of the business
of the meeting which concerns them as auditors.
Following the lifting of Covid-related restrictions on
gatherings, Unilever’s AGM in 2022 was a physical meeting
and the proceedings were also streamed via a live webcast
for shareholders. The SID, Committee Chairs and Directors
appointed at the last AGM were also present and following the
statements from the Chair and CEO, the questions submitted
by shareholders prior to the meeting and received during the
meeting were addressed.
All 21 resolutions were put to a poll at the 2022 AGM to ensure
an exact and definitive result and to facilitate maximum
participation by Unilever’s geographically spread
shareholders. All 21 resolutions were passed with in excess
of 90% votes cast in favour.
The 2023 AGM will be held on 3 May 2023 at Unilever House,
Springfield Drive, Leatherhead, KT22 7GR. The Notice of AGM
and other documentation are enclosed with this Annual Report
and Accounts or are available on the Company’s website at
www.unilever.com for those shareholders who have opted for
electronic communication.
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Corporate Governance
Additional disclosures
Results and dividends
Unilever PLC publishes financial information on a quarterly
basis and these reports can be found at www.unilever.com.
Details of the quarterly dividends for the financial year ended
31 December 2022 are provided on page 225.
Articles of Association
The current Articles of Association (Articles) were approved by
shareholders at the 2021 AGM and adopted with effect from
5 May 2021. The Articles may only be amended by a special
resolution of the shareholders. The Articles can be found on
the Company's website at www.unilever.com.
Disclosure of information to the external auditor
Each of the Directors who held office at the date of approval
of this report confirm that, so far as they are aware, there is
no relevant audit information (being information needed by
the auditor in connection with preparing their audit report),
of which the Company’s auditor is unaware, and each of the
Directors has taken all the steps that they ought reasonably
to have taken as a Director in order to make themselves
aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information. This
confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
Directors
The Company’s Directors who served during the financial year
ending 31 December 2022 are provided on pages 80 to 81.
Alan Jope informed the Board of his intention to retire from
the Company at the end of 2023. Laura Cha and John Rishton
decided not to seek re-election at the 2022 AGM. The Board
approved the appointments of Nelson Peltz and Hein
Schumacher as Non-Executive Directors with effect from
20 July 2022 and 4 October 2022 respectively. In January 2023,
Unilever announced the appointment of Hein Schumacher
as CEO with effect from 1 July 2023 at which time Alan Jope
will step down as CEO and as a Director.
Appointment of Directors
The rules governing the appointment and retirement of
Directors are set out in the appointment procedure for PLC
Directors available on the Company’s website and are
summarised in the report of the Nominating and Corporate
Governance Committee.
All Directors must submit themselves for election or re-election
as the case may be each year at the AGM. At the 2023 AGM,
all Directors will offer themselves for election or re-election.
Details of the Directors standing for election or re-election
are set out in the 2023 Notice of AGM. Information on the
service agreements of Executive Directors can be found in
the Directors’ Remuneration Report on pages 109 to 131. The
letters of appointment of the Non-Executive Directors are
available for inspection at the Company’s registered office.
Directors’ share interests
Details of the Directors’ interests in shares can be found in the
Directors’ Remuneration Report on page 121.
Contracts of significance
During the year, no Director had any interest in any shares
or debentures in the Company’s subsidiaries, or any material
interest in any contract with the Company or a subsidiary
being a contract of significance in relation to the Company’s
business. No member of the Group is party to any significant
agreement that takes effect, alters or terminates upon a
change of control or following a takeover of Unilever PLC. In
addition, there are no agreements providing for compensation
for loss of office or employment as the result of a takeover of
Unilever PLC. There are no controlling shareholders of Unilever
PLC.
Powers of the Directors
The Board of Directors is responsible for the management of
the business of the Company and may exercise all powers of
the Company subject to applicable legislation and regulation
and the Company’s Articles.
The Board has delegated certain of its powers, authorities and
discretions to the CEO, CFO and to the Board Committees.
Detailed information on the responsibilities and authorities
of each of these is available in the Governance of Unilever on
the Company's website. In addition, information on the Board's
and the Committee's responsibilities and activities in the year
to 31 December 2022 are available on pages 86, 96, 101, 106
and 112.
Directors’ indemnities and Directors’ and
Officers' insurance
The power to indemnify Directors, together with former
Directors, the Company Secretary and the directors of
subsidiary companies, is provided for in the Company's Articles
of Association.
Unilever maintains appropriate D&O insurance to the extent
permitted by law. In addition, Unilever has granted indemnities
to each Director and the Company Secretary, together with
former Directors and Company Secretaries of Unilever and
the directors of subsidiary companies, whereby the Company
indemnifies these individuals in respect of any proceedings
brought by third parties against them personally in their
capacity as Directors or Officers of the Company or any Group
company. The Company would also fund ongoing costs in
defending a legal action as they are incurred rather than after
judgement has been given. In the event of an unsuccessful
defence in an action against them, individual Directors would
be liable to repay the Company for any damages and to repay
defence costs to the extent funded by the Company. Neither
the indemnity, nor the D&O insurance cover provides cover
in the event a Director or Officer is proved to have acted
fraudulently or dishonestly.
In addition, the Company 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.
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91
Corporate Governance
Political donations
Right to receive dividends
At the 2022 AGM, shareholders passed a resolution to
authorise the Company and its subsidiaries to make political
donations to political parties or independent election
candidates, to other political organisations, or to incur
political expenditure (in each case as defined in the
Companies Act 2006). As the authority granted at the 2022
AGM will expire, renewal of this authority will be sought at
this year’s AGM. Further details are available in the Notice
of AGM, available on the Company’s website.
It is the policy of the Company not to make such political
donations or to incur political expenditure (within the ordinary
meaning of those words) and the Directors have no intention
of changing that policy. However, as the definitions used in
the Companies Act 2006 are broad, it is possible that normal
business activities, which might not be thought to be political
donations or expenditure in the usual sense, could be caught.
On that basis, the authority is sought purely as a precaution.
Shares
Share capital
Unilever’s issued share capital on 31 December 2022 was
made up of £81,798,695 split into 2,629,243,772 ordinary
shares of 31/9p each and each carrying one vote. A total of
97,193,750 Unilever ordinary shares were held in treasury as
at 31 December 2022.
Share issues and purchase of shares
At the 2022 AGM held on 4 May 2022, Unilever’s Directors were
authorised to:
■
issue new shares, up to a maximum of £26,559,400 nominal
value (which at the time represented approximately 33%
of Unilever’s issued ordinary share capital);
■ disapply pre-emption rights up to a maximum of £3,984,879
nominal value (which at the time represented approximately
5% of Unilever’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 256,262,000 ordinary shares (which at the time
represented just under 10% of PLC’s issued ordinary share
capital) and within the price limits prescribed in the
resolution.
Unilever commenced a share buyback programme in 2022. The
aggregate market value of the share buyback programme is
up to €3 billion to be completed in 2022 and 2023. The purpose
of the share buyback programme is to reduce the capital of
Unilever. In 2022, Unilever bought back 34,217,605 Unilever
ordinary shares of 31/9p each in two tranches, the total
consideration for which was €1.5bn. These shares were held
in treasury as at 31 December 2022, representing 1.30% of
Unilever’s issued share capital. Outside of this share buyback
programme, no other company within the Group purchased
any Unilever ordinary shares or American Depositary Shares
during 2022.
Right to hold and transfer ordinary shares
Unilever’s constitutional documents place no limitations on
the right to hold or transfer Unilever ordinary shares. There
are no limitations on the right to hold or exercise voting rights
on the ordinary shares of Unilever imposed by English law.
Unilever is not aware of any agreements between holders
of securities which may result in restrictions on transfer or
voting rights.
The employee benefit trust, established by the Company to
facilitate the settlement of various share plan awards, waives
its entitlement to receive dividends in respect of shares that
are the beneficial property of the trust.
Listings
Unilever has ordinary shares listed on the London Stock
Exchange (ULVR), on Euronext Amsterdam (UNA) and,
as American Depositary Receipts1 (UL), on the New York
Stock Exchange.
1. One American Depositary Receipt represents one PLC ordinary share with
a nominal value of 31/9p.
Significant shareholders of Unilever
As far as Unilever is aware, the only holders of more than 3%
of, or 3% of voting rights attributable to, Unilever’s ordinary
share capital (‘Disclosable Interests’) on 31 December 2022,
was BlackRock, Inc. with a shareholding of 8.9% and Vanguard
Holding with a shareholding of 4.6%.
No Disclosable Interests have been notified to Unilever
between 1 January 2023 and 21 February 2023 (the latest
practicable date for inclusion in this report). As far as Unilever
is aware, between 1 January 2020 and 21 February 2023,
(i) BlackRock, Inc.,(ii) Vanguard Holding, and (iii) 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, Unilever’s
ordinary shares.
Accounting policies, financial instruments
and risk
Details of the Group’s accounting policies, together with
details of financial instruments and risk, are provided in note 1,
16 and 18 to the Financial Statements.
Branch offices
Details of the Unilever Group's branches are listed on page
214.
Employment of disabled people
Disability inclusion is deeply important to Unilever. Unilever
has made a commitment to have 5% of our workforce to be
made up of people with disabilities by 2025. It is critical that
our brands live up to our values by understanding the lives,
experiences and stereotypes facing persons with disabilities
and reflecting their stories in our brand communications. In
addition, Unilever has a range of employment policies which
clearly detail the standards, processes, expectations and
responsibilities of its people and the organisation. These
policies are designed to ensure that everyone – including those
with existing or new disabilities and people of all backgrounds
– is dealt with in an inclusive and fair way from the recruiting
process and ongoing through their career at Unilever. This
includes access to appropriate training, development
opportunities or job progression. Further details can be
found on pages 27 and 28.
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Corporate Governance
Employee share plans
Risk Management and Control:
The Company operates a number of employee share plans,
details of which are set out in note 4C and in the Directors’
Remuneration Report on pages 113 to 114.
Stakeholder engagement
The Group’s stakeholders are our shareholders, our workforce,
consumers, customers, our suppliers and business partners,
and the planet and society as a whole. The Board is aware that
its actions and decisions impact our stakeholders. Effective
engagement with stakeholders is important to the Board as it
strengthens the business and helps to deliver a positive result
for all our stakeholders. In order to comply with Section 172
of the Companies Act, the Board is required to take into
consideration the interests of stakeholders and it must also
include a statement setting out the way in which Directors
have discharged this duty during the year. The Group’s
stakeholders are identified on pages 62 to 63 and information
on how the Directors have had regard to the matters set out
in Section 172 can be found on page 87. Further information
on workforce engagement can also be found on page 89.
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 note 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 2022 up to 21 February 2023
(the latest practicable date for inclusion in this report).
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 UK and the US and
in this section, we report on our compliance against these.
United Kingdom
In 2022, Unilever 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 27, 78, 85,
88, 87, 90 and 102; (ii) Division of Responsibilities: pages 85 and
88; (iii) Composition, Succession and Evaluation: pages 88, 89,
96 to 99; (iv) Audit, Risk and Internal Controls: pages 101 to 103;
and (v) Remuneration: pages 109 to 131. The UK Corporate
Governance Code is available on the Financial Reporting
Council’s (FRC) website.
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 Group’s governance
procedures as soon as is practicable.
Greenhouse Gas (GHG) Emissions:
Information on GHG emissions can be found on pages 39
and 41.
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
UK. 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 pages 89 to 90.
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 reskill and support employees who
become disabled while working within the Group.
United States
Unilever is listed on the New York Stock Exchange (NYSE).
As such, Unilever 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 comply with the Listing Standards of the NYSE applicable
to foreign private issuers.
We are required to disclose any significant ways in which our
corporate governance practices differ from those required
of US domestic companies listed on the NYSE. Our corporate
governance practices are primarily based on the requirements
of the UK Listing Rules and the UK Corporate Governance Code
but substantially conform to those required of US domestic
companies listed on the NYSE. The only significant way in which
our corporate governance practices differ from those required
of US 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
Unilever Annual Report and Accounts 2022 | Governance
93
Corporate Governance
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.
Attention is drawn to the Report of the Audit Committee
on pages 100 to 104. 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.
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 2022 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 Board, the CEO and the CFO concluded that
the design and operation of the Group’s disclosure controls
and procedures, including those defined in the US Securities
Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December
2022 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 234.
Pages 77 to 108 of the Annual Report and Accounts also form
part of this Directors' Report.
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Unilever Annual Report and Accounts 2022 | Governance
Report of the Nominating and
Corporate Governance Committee
Nils Andersen
Chair of the Nominating and Corporate
Governance Committee
On behalf of the Board, I am pleased to present the Report
of the Nominating and Corporate Governance Committee for
the year ended 31 December 2022.
The role of the Committee is vitally important in ensuring
that Unilever has a strong, diverse and high-performing Board
and executive leadership team, now and in the future. An
integral part of the Committee’s work this year has been on
succession planning, at both Board and senior management
level. In addition, the Committee has continued to monitor
the changes brought about by the Compass Organisation,
including related succession plans and initiatives to develop
the talent pipeline.
2022 was a year of considerable change around the Board
table for Unilever. Laura Cha and John Rishton stepped
down from the Board at the Company’s AGM in May 2022,
each having served nine years on the Board. On behalf of
the Committee, I would like to thank Laura and John for their
service to Unilever. We welcomed two new independent Non-
Executive Directors to the Board: Nelson Peltz in July 2022 and
Hein Schumacher in October 2022. Nelson brings extensive
sector experience, which I am certain will provide additional
rigour and challenge, thereby enhancing the effectiveness
of the Board.
In September 2022, Alan Jope informed the Board of his
decision to retire from Unilever at the end of 2023. Following
this news, the Committee oversaw an extensive global search
process for Alan’s successor, further details of which are set
out on page 97.
Upon conclusion of this process, I am delighted that the
Committee was able to recommend to the Board the
appointment of Hein Schumacher as CEO, effective from
1 July 2023. We believe that Hein is a dynamic, values-driven
business leader with a diverse background of experiences and
an excellent track record of delivery in the global consumer
goods industry. He has exceptional strategic capabilities,
proven operational effectiveness, and strong experience
in both developed and developing markets.
On behalf of the Committee, I would like to thank all members
of the Board for their active engagement in and contribution
to the process to appoint Hein as Alan's successor.
An integral part of
the Committee’s work
this year has been on
succession planning.
A further focus of the Committee in 2022 was on diversity and
inclusion, both at Board level and in senior management.
A diverse and inclusive workplace is a priority for the Board
and Committee, and it underpins appointment and
recruitment processes at all levels in Unilever.
As at 31 December 2022, the Board was 38% female, exceeding
the FTSE Women Leaders Review target of 33%. The Committee
is pleased that the Board has exceeded the Financial Conduct
Authority’s (the 'FCA') diversity targets published in April 2022
in respect of a) at least one of the senior board positions
(Chair, CEO, CFO or Senior Independent Director) being a
woman; and b) at least one member of the board being from
an ethnic minority background (excluding white ethnic groups
and as set out in the categories used by the Office for National
Statistics). Andrea Jung was appointed as the Company’s
Senior Independent Director on 5 May 2021, and the Board
has continued to exceed ethnicity targets set by the FCA and
Parker Review for several years.
We have a similarly diverse Unilever Leadership Executive as
shown on pages 82 – 83.
The Committee will continue its work to reach the FCA target
of at least 40% of the Board to be female and is committed
to making further progress on gender diversity at all levels
of the organisation.
As regards the Committee's other priorities for 2023, we will
continue to focus on Board succession planning, especially
as a number of independent Non-Executive Directors are
approaching nine years of service on the Board. The
Committee will also continue to monitor the implementation
and effectiveness of the Compass Organisation, and consider
succession planning for the Unilever Leadership Executive.
I would like to thank the members of the Committee for their
continued commitment and contribution throughout the year.
Nils Andersen
Chair of the Nominating and Corporate
Governance Committee
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95
Report of the Nominating and Corporate Governance Committee
Committee members and attendance
Nils Andersen Chair
Andrea Jung
Ruby Lu
Feike Sijbesma
Laura Cha (stepped down as Non-Executive
Director 4 May 2022)
Attendance
4/4
4/4
4/4
4/4
1/2
The Chair of the Board, Nils Andersen, chairs the Nominating
and Corporate Governance Committee and independent Non-
Executive Directors, Andrea Jung, Ruby Lu and Feike Sijbesma
are members of the Committee. The Group Secretary is
secretary to the Committee. Other attendees, including the
CEO and the Chief Transformation Officer & Chief People
Officer, attend the meetings when invited to do so.
The table above shows attendance at meetings of the
Committee in 2022. Attendance is expressed as the number of
meetings attended out of the number eligible to be attended.
If Directors are unable to attend a meeting, they have the
opportunity beforehand to discuss any agenda items with the
Committee Chair.
Role of the Committee
The Nominating and Corporate Governance Committee is
primarily responsible for:
■ periodically assessing the structure, size and composition
of the Board;
■ evaluating the balance of skills, experience, independence,
diversity and knowledge on the Board;
■ ongoing succession planning (including the development
of a diverse pipeline for succession);
■ drawing up selection criteria and appointment procedures
for Directors;
■ reviewing the feedback in respect of the role and functioning
of the Board Committees arising from Board and Board
Committee evaluations;
■ periodically reviewing and assessing Unilever’s practices
and procedures in relation to workforce engagement; and
■ considering current and developing corporate governance
matters, which it brings to the attention of the Board where
deemed necessary.
The Committee’s terms of reference are set out in the
Governance of Unilever, which can be found on the Company’s
website.
Activities of the Committee
During the year, the Committee met on four occasions and its
key areas of focus included:
■ review of the composition of the Board and its Committees
taking into account the experience, skills, knowledge,
diversity and attributes of the Directors and the length of
tenure of the Non-Executive Directors resulting in a refreshed
view of the Board succession plan.
■ appointed Russell Reynolds to support the Committee in the
search for an additional Non-Executive Director, culminating
in the appointment of Hein Schumacher, and to identify
suitable candidates for the role of CEO.
■ recommended to the Board that Nelson Peltz be appointed
to the Board as a Non-Executive Director.
■ following a review of the performance of the Directors and,
where relevant their independence, the Committee
recommended the election and re-election of all Directors.
■ assessed best practice guidelines and preferences of certain
institutional investors in relation to overboarding.
■ reviewed the ULE succession plan and talent pipeline.
■ considered the impact of the Compass reorganisation and
the resultant change management issues.
■ conducted annual reviews of the diversity policy applicable
to the Board and more widely, workforce engagement
activities in the year and the plan for the following year,
terms of reference for the Committee and the annual
workplan for the Committee.
■ considered the process and timetable for the externally
facilitated Board evaluation and maintained oversight
of the process (see page 88 and 89 for further information
on the Board evaluation).
■ received updates on current and emerging corporate
governance legislation, regulation and best practice
guidelines including in relation to directors’ duties.
■ considered the Committee’s draft report for inclusion
in the 2021 Annual Report and Accounts.
Appointment and reappointment of Directors
to the Board
All Directors (unless they are retiring) are nominated by the
Board for election or re-election at the AGM each year on the
recommendation of the Committee. The Committee takes into
consideration the outcomes of the Chair's discussions with
each Director on individual performance and the evaluation
of the Board and its Committees. Non-Executive Directors
normally serve for a period of up to nine years. The schedule
the Committee uses for orderly succession planning of Non-
Executive Directors can be found on the Company’s website.
On 4 May 2022, Laura Cha and John Rishton stepped down as
Non-Executive Directors of the Company, each having served
almost nine years on the Board. The Committee proposed the
reappointment of all other Directors and the Directors were
appointed by shareholders by a simple majority vote at the
2022 AGM. During the year, the Committee considered and
recommended to the Board that Nelson Peltz and Hein
Schumacher be appointed to the Board as independent
Non-Executive Directors. These appointments were effective
20 July 2022 and 4 October 2022 respectively and both will be
nominated for election at the Company’s AGM in May 2023.
When considering the appointment of Mr Peltz, the Committee
paid particular focus to his position as chief executive and
founding partner of Trian Fund Management, LP, an
investment management firm that manages funds which hold
interests in approximately 1.5% of Unilever’s issued share
capital. The Committee and subsequently the Board concluded
that Mr Peltz’s existing relationship with Trian was not an
impediment to determining his independence on appointment
to the Board.
The Committee also reviews the composition of the Board
Committees. During the year, the Committee recommended
that Adrian Hennah be appointed Chair of the Audit
Committee and Nelson Peltz be appointed a member of the
Compensation Committee.
During the year, Alan Jope confirmed he intended to step
down from the Board as Director and CEO by the end of 2023.
The Committee appointed Russell Reynolds to assist it to
identify suitable candidates for the position of CEO. Russell
Reynolds is an independent executive search firm which
has undertaken several executive, non-executive and
management searches for the Group. Russell Reynolds do not
have any connection to or provide any other services to the
Directors or the Group except for normal course recruitment
processes. In January 2023, Unilever announced the
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Unilever Annual Report and Accounts 2022 | Governance
Report of the Nominating and Corporate Governance Committee
appointment of Hein Schumacher as CEO with effect from
1 July 2023. Alan Jope will step down from the Board on
1 July 2023.
Succession planning
Board
The Committee reviews the adequacy and effectiveness of
succession planning processes and the Board reviews the
succession plan in conjunction with the Committee.
The succession plan is based on merit and objective criteria
and is designed to promote diversity. The Board 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 Board 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 Board believes
that a diverse Board with a range of views enhances decision-
making which is beneficial to the company’s long-term success
and is in the interests of Unilever’s stakeholders.
The Board seeks to enhance its diversity by objectively
considering candidates on the basis of their experience, skills,
knowledge, expertise, gender, race, ethnicity, cultural and
geographical background and age. As can be seen in the
biographies on pages 80 and 81 and the tables on page 98,
the Board meets this profile.
ULE
In conjunction with the Committee, the Board reviews the
succession plan for the ULE. In line with the approach to the
Board succession plan, the succession plan for the ULE is
also based on merit and objective criteria and is designed to
promote diversity. Developing an internal talent pipeline for
leadership roles is critical for Unilever. The succession plan
identifies potential successors who are considered able to
fulfil the roles in the short term and those in the longer term.
Development initiatives for senior executives are put in place
and usually include executive mentoring and coaching.
Senior managers and executives are encouraged to take on
a non-executive directorship role as part of their personal
development.
The process to search for and appoint a new CEO was
managed by the Committee, as summarised below:
■ the Committee agreed the appointment of a search firm
who would be best placed to deliver a comprehensive
candidate list;
■ a detailed candidate specification was agreed, setting out
key responsibilities, experience and personal attributes
together with a clearly defined search strategy;
■ a candidate longlist was mapped against the candidate
specification taking into account Unilever's Board Diversity
Policy; and
■ candidates with the strongest fit were reviewed by the
Committee and met with the Chair and SID and preferred
candidates were nominated to meet with members of
the Board.
Overboarding
As part of the annual evaluation process for each Director, full
consideration was given to the number of external positions
held to ensure that the time commitment required did not
compromise the Director’s commitment to Unilever. The
Committee took into account the views of various investor
bodies and certain institutional investors to anticipate any
perception of overboarding.
The Committee did not identify any instances of overboarding
and concluded that all individual Directors had sufficient time
to commit to their appointment as a Director of Unilever.
The full list of external appointments held by our Directors can
be found in their biographies on pages 80 and 81.
Board Diversity Policy
Unilever has long understood and actively promoted the
importance of diversity and inclusion within our workforce.
This commitment forms part of Unilever’s Code of Business
Principles and is embedded in the way we do business and
conduct ourselves at all levels in the organisation.
Unilever’s Board Diversity Policy applies to the entire Board,
including committees. The policy is reviewed by the Committee
each year and is available on the Company’s website in
Investors. The policy supports accelerating diverse
representation of all levels of leadership under Unilever’s
Compass strategy. The policy was considered by the
Committee when making appointments to the Board in 2022.
The Board supports the recommendations of the FTSE Women
Leaders Review on gender diversity and the Parker Review on
ethnic diversity. We are proud to have a female SID and we
achieved 54% women in management. We are well on our
way to achieving the targets set out by the FTSE Women
Leaders Review of 40% women on the Board, ULE and senior
management. We have exceeded the target set out by the
Parker Review with 31% ethnic minority Board membership,
see page 98. We also have 46% ethnic minority membership
of the ULE, see page 98.
Further information on our approach to diversity and inclusion
as well as the gender balance of our workforce can be found
on pages 28 and 63.
Unilever Annual Report and Accounts 2022 | Governance
97
Report of the Nominating and Corporate Governance Committee
Skills and experience matrix
Nils
Andersen
Judith
Hartmann
Adrian
Hennah
Alan
Jope
Andrea
Jung
Susan
Kilsby
Ruby
Lu
Strive
Masiyiwa
Youngme
Moon
Nelson
Peltz
Graeme
Pitkethly
Hein
Schumacher
Feike
Sijbesma
Leadership
of complex
global entities
Broad Board
experience
Geo-political
exposure
Financial
expertise
FMCG/
consumer
insights
Emerging
markets
Digital
insights
Marketing
and sales
Investment
banking and
transactions
-
Science, tech
nology and
innovation
Purposeful
business and
sustainability
-
HR and remu
neration in
international
firms
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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•
•
•
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•
•
•
•
•
•
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•
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•
•
•
•
•
•
•
Unilever has taken the decision to comply with the FCA Listing
Rules and Disclosure Guidance and Transparency Rules
(Diversity and Inclusion) Instrument 2022 ahead of April 2022.
As shown in the tables set out below, as at 31 December 2022,
we have 38% female Board members against the target of 40%.
We continue to review this following the retirement of a female
Board member at the 2022 AGM. However, the position of
Senior Independent Director is held by a female and at least
one Board member is from a minority ethnic background.
We collect both gender and ethnicity data direct from
Board members annually on a self-identifying basis in a
questionnaire. This data is used for statistical reporting
purposes and provided with consent. Board members are
asked to identify their gender and ethnicity based on the
categories set out in the tables below.
Gender representation on the Board and ULE as at 31 December 2022
Men
Women
Other
Not specified/prefer not to say
Number of
Board members
8
5
–
–
Percentage of the
Board
62
38
–
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
3
1
–
–
–
Number of ULE
members
10
3
–
–
Percentage
of the ULE
77
23
–
–
Ethnicity representation on the Board and ULE as at 31 December 2022
White British or other White (including
minority-white groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Number of
Board members
Percentage of the
Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number of ULE
members
Percentage
of the ULE
9
–
3
1
–
–
69
–
23
8
–
–
3
–
1
–
–
–
7
1
2
–
3
–
54
8
15
–
23
–
98
Unilever Annual Report and Accounts 2022 | Governance
Report of the Nominating and Corporate Governance Committee
Board tenure as at 31 December 2022
Board independence as at 31 December 2022
Committee evaluation
A self-assessment was carried out, overseen by the Chief Legal
Officer and Company Secretary, which involved completion of
a questionnaire.
The Committee considered the output from that process at its
meeting in January 2023. In addition, the feedback from all the
individual Committee self-assessments was consolidated into
a single report and reviewed by the Board in conjunction with
the feedback from the externally facilitated Board evaluation
in order to facilitate a holistic view of the Board’s performance
and effectiveness.
The Committee concluded it was performing effectively.
The evaluation confirmed that succession planning was
a key focus area for 2023, both at Board level as well as at
executive management level. In addition, the identification,
development and retention of skilled, high potential
individuals is a priority. These focus areas were included
in the Committee’s annual workplan for 2023.
Nils Andersen
Chair of the Nominating and Corporate
Governance Committee
Andrea Jung
Ruby Lu
Feike Sijbesma
Unilever Annual Report and Accounts 2022 | Governance
99
Report of the Audit Committee
In addition to our reporting
and control responsibilities,
we focused this year on risks
relating to organisational
change, cyber security and
supply chain resilience.
One of our priorities this year was to undertake an audit tender
process to identify the most appropriate external audit firm
post 2024. We ran a thorough and competitive process in the
first half of 2022 and propose to retain KPMG as Group
Auditors subject to AGM approval.
In addition to the formal meetings the Committee members
have been engaging with the business through market visits
and during the year visited USA, India, Indonesia and Vietnam.
For 2023, we will continue to focus on the work that is being
undertaken to mitigate our cyber security risks and will be
reviewing our cyber security controls against the National
Institute of Standards and Technology (NIST) framework.
We will also continue to engage on non-financial reporting
matters especially in the area of sustainability. Other areas
of focus will include deep dives on data privacy, supply chain
resilience and implementation of future regulatory changes
such as the Audit & Assurance Policy.
Adrian Hennah
Chair of the Audit Committee
Adrian Hennah
Chair of the Audit Committee
On behalf of the Audit Committee, I am pleased to present
the Committee’s report for the year ended 31 December 2022.
In 2022, the previous Chair of the Committee, John Rishton
retired from the Board at the AGM on 4 May 2022. We also
welcomed Hein Schumacher to the Committee. His insights
and experiences, especially in the global consumer goods
industry, are valuable additions to our Committee.
The Committee believes it has carried out its duties effectively
throughout the year and to a high standard, providing
independent oversight. It has had good support from
management and the internal audit team.
The core of the work of the Committee has been to ensure the
integrity of Unilever’s financial reporting, and the adequacy of
its internal control and to oversee how the company manages
its principal and emerging risks and its approach to risk
appetite and mitigation.
In the area of risk management, we focused this year on cyber
security, supply chain resilience, business transformation
and data privacy. We also met with management to discuss
emerging developments in international taxation, pensions,
sustainability reporting and the changes in reporting arising
from the Compass reorganisation.
We also spent considerable time keeping ourselves updated
on the changing regulatory requirements on sustainability and
as part of this we reviewed the Annual Progress Report against
the Climate Transition Action Plan and the Task Force on
Climate-related Financial Disclosures. The Committee also
reviewed all significant ethical and compliance matters.
100
Unilever Annual Report and Accounts 2022 | Governance
Report of the Audit Committee
Committee membership and attendance
Adrian Hennah Chair
Judith Hartmann
Susan Kilsby
Hein Schumacher
Attendance
8/8
8/8
8/8
2/2
The Audit Committee is comprised only of independent Non-
Executive Directors with a minimum requirement of three such
members. The Audit Committee was chaired by John Rishton
until the AGM on 4 May 2022 at which time he was succeeded
by Adrian Hennah. The other Committee members are Judith
Hartmann, Susan Kilsby and Hein Schumacher, the latter
having been appointed to the Board and the Audit Committee
on 4 October 2022.
The Board is satisfied that the members of the Audit
Committee are competent in financial matters and have
recent and relevant experience. For the purposes of the US
Sarbanes-Oxley Act of 2002, Adrian Hennah is the Audit
Committee’s financial expert.
Other attendees at Committee meetings included the Chief
Financial Officer (CFO), Chief Auditor, Deputy CFO & Controller,
Chief Legal Officer & Group Secretary, Head of Secretariat,
EVP Sustainable Business Performance and Reporting and
the external auditors. Throughout the year, the Committee
members met periodically 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 issues in more detail.
There were eight scheduled meetings of the Committee during
the year and one additional ad hoc meeting was convened.
Attendance at the scheduled meetings is shown above.
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.
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 half-yearly and annual financial
statements (including clarity and completeness of
disclosure) and 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 Board of
the nomination of the external auditors for shareholder
approval; and approval of their fees, refer to note 25 on
page 204; and
■ performance of the internal audit function.
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 2022, sessions were held to review the impact of cost
inflation, sustainability reporting and M&A plans. In addition,
Committee members visited the local businesses in the US,
India, Indonesia and Vietnam providing them with an insight
into local market challenges and local risk and control
management.
The Committee also received presentations from management
and discussions on the business's risk management activities,
the preparation of the financial statements, the overall control
environment, and the operation of the financial reporting
controls. Special focus has been given to critical IT systems and
cyber security, data privacy, major transformation projects,
management of manufacturing third parties as well as
management of third-party service providers. In addition, the
Committee has had engagements with management with
regard to their assurance work on sustainability as well as the
work done in the areas of tax, treasury and pension matters.
Reporting and 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 full-year results,
the external auditor’s report. It also reviewed the Annual
Report and Accounts and the Annual Report on Form 20-F 2022.
These reviews incorporated the accounting policies and
significant judgements and estimates underpinning the
financial statements as disclosed within note 1 on page 154.
Particular attention was paid to the following significant
matters in relation to the financial statements:
■
indirect tax provisions and contingent liabilities, refer to
notes 19 and 20 on page 197. The Committee agreed that
the tax provisions and judgements around the likelihood as
well as the disclosures are appropriate in the Annual Report
and Accounts;
■ revenue recognition – the Committee reviewed the
adequacy of the policy around the cut off and
appropriateness of discounts and incentives accruals;
■ accounting implications arising from the implementation of
the new Compass Organisation, including the determination
of cash generating units. Refer to notes 1 and 9 on pages 154
and 172.
These matters were also highlighted by our external auditors
as being important in their audit.
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
Committee's feedback has been incorporated into the final
approach. The matters were also discussed with the external
auditors and further information can be found on pages 135 to
149.
Unilever Annual Report and Accounts 2022 | Governance
101
Report of the Audit Committee
The Committee specifically discussed with the external
auditor 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. The Committee
is satisfied that there are relevant accounting policies in place
in relation to these significant matters and management has
correctly applied these policies.
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
our attention or their attention to suggest any material
misstatement with respect to suspected or actual fraud
relating to management override of controls.
At the request of the Board, the Committee undertook to:
■ review the appropriateness of adopting the going concern
basis of accounting in preparing the annual and half-yearly
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 and emerging
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 Board 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
2022 was fair, balanced, and understandable, and whether
it provided the necessary information for shareholders to
assess the Group’s year-end position and performance,
business model and strategy. To make this assessment,
the Committee received copies of the Annual Report and
financial statements to review during the drafting process
to ensure that the key messages were aligned with the
Company’s position, performance, and strategy. The
Committee also reviewed the processes and controls that
are the basis for its preparation. The Committee was
satisfied that, taken as a whole, the Unilever Annual Report
and Accounts 2022 is fair, balanced, and understandable.
During the year, the US SEC reviewed the Unilever Annual
Report on Form 20-F 2021 and the UK Financial Reporting
Council (FRC) reviewed the climate disclosures, including
the TCFD disclosures, contained within that same report. The
SEC had one question with reference to a specific disclosure.
Unilever responded to this query and the Committee reviewed
the response letters. No changes to the disclosures were
needed and this enquiry has been formally closed by the
SEC. The FRC did not have any questions that required a
response but made a few observations. We have taken these
observations into consideration in determining this year’s
climate disclosures.
Sustainability
The Committee continued to oversee the reporting of
sustainability performance, keeping itself updated on the
changing regulatory requirements in this area by having
separate knowledge sessions with management and PwC
during the year.
The Committee, at the request of the Board, reviewed the
CTAP Annual Progress Report on pages 35 to 41 and the TCFD
disclosures on page 42 to 51. The Committee is satisfied that
the assumptions used in preparing the year-end financial
statements are consistent with the disclosures in these
sections.
During 2022, the Committee reviewed the limited assurance
work performed by PwC on certain sustainability metrics
and they also reviewed the 2023 to 2026 sustainability
assurance plan.
Risk Management & Internal Controls
(Assurance)
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 any emerging risks
identified by management;
■ reports from senior management on risk areas for which
the Committee had oversight responsibility: treasury, tax
and pensions, information security, data privacy, legal and
regulatory compliance, supply chain and key suppliers and
business transformation;
■ the proposed risk areas identified by the ULE;
■ the Quarterly Risk and Control Status Reports, including
Code of Business Principles cases relating to frauds and
financial crimes;
■ a summary of 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 2022 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 mitigation
or alternative controls and that processes were under way
to ensure sustainable improvements. An area of focus
has been to ensure that the controls impacted by the
transformation programmes are appropriately designed
and are being implemented effectively. Through its review,
it also ensured that appropriate procedures are in place for
the detection and prevention of fraud.
102
Unilever Annual Report and Accounts 2022 | Governance
Report of the Audit Committee
The Committee continued to prepare for legislative or
regulatory changes and noted that the Department for
Business, Energy and Industrial Strategy (BEIS) published its
response to reform corporate governance and audit in the UK.
The Audit and Assurance Policy and Fraud Risk Assessment
requirements will be a focus for the Committee in 2023.
Internal Audit
The Committee reviewed internal audit’s plan which is focused
on Unilever’s risk areas including sustainability, cyber security,
data privacy, financial control processes, product safety and
supply chain resilience. The Committee ensured the necessary
resources were in place to perform the audits effectively. The
plan was adjusted in consultation with the Committee to
reflect the changes in the risk profile of the organisation post
the Compass Organisation announcement.
The Committee reviewed quarterly and year-end summary
reports which included the results of audit activities and
completion status of agreed actions. During the year, the
Chief Auditor and his team undertook business visits in person,
in particular in a number of the Group's more volatile markets.
Most audits have been conducted as hybrid (combination of
virtual and physical).
An independent effectiveness review of the function was
performed by Deloitte LLP in accordance with the Global
Institute of Internal Auditors’ International Professional
Practices framework (IPPF) at the request of the Committee.
The review concluded that the function operated in
accordance with the IPPF framework. The function was seen
as ‘matured’ and as having demonstrated consistent leading
practice.
The Committee also evaluated the effectiveness and
performance of the internal audit function by way of 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 the Chief Auditor.
Audit of the annual accounts
KPMG, Unilever’s external auditors and an 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 and is satisfied with the treatment in the
financial statements.
External Auditors
KPMG has been the Group’s auditors since 2014 and
shareholders approved their reappointment as the Group’s
external auditors at the 2022 AGM. On the recommendation
of the Committee, the Directors will be proposing the
reappointment of KPMG at the AGM in May 2023.
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, which
requires Unilever to tender the audit every ten years. During
2022, we ran an extensive, competitive audit tender process
with respect to the audit for the financial year ending
31 December 2024. In our Q2 2022 Results Announcement, the
Board of Unilever announced its intention to reappoint KPMG
as the Group’s external auditor for the financial year ending
31 December 2024, subject to shareholder approval at the
2024 AGM.
The decision to reappoint KPMG was unanimously
recommended by the Committee and was approved by the
Board of Unilever. Our decision to reappoint KPMG was based
on their performance during the tender process across a
comprehensive set of criteria and our satisfaction with their
effectiveness as our current auditor.
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. 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.
Unilever Annual Report and Accounts 2022 | Governance
103
Report of the Audit Committee
The Committee also reviewed the statutory audit, other audit
and non-audit 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;
■ other audit services – audits that are not required by law
or regulation; and
■ non-audit services – work that our external auditors are best
placed to undertake, which may include:
■ services required by law or regulation to be performed by
the audit firm; and
■ services where knowledge obtained during the audit is
relevant to the service such as 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 with all other engagements
being prohibited. The policy is aligned with both UK and SEC
regulations and is updated in line with these regulations.
All engagements over €250,000 require specific advance
approval by the Audit Committee Chair. The Committee further
approve all engagements which have been authorised by
the Deputy CFO & Controller. These authorities are reviewed
regularly and, where necessary, updated in the light of internal
and external developments. Since the appointment of KPMG
in 2014, the level of non-audit fees has been below 7% of
the annual statutory audit fee, this is also the case for the
year 2022.
The level of other audit fees has been below 6% of the annual
statutory audit fee except for 2017 (41%), 2018 (24%), 2020
(32%) and 2021 (21%) due to assurance work relating to
the disposal of our Spreads business (2017 and 2018)
and assurance work relating to the separation of our
Tea business (2020 and 2021).
Evaluation of the Committee
The Committee carried out an assessment of its effectiveness
and performance in the year. The process was overseen by the
Chief Legal Officer & Group Secretary.
The Committee considered the output from that process at its
meeting in January 2023. Feedback was also provided to the
Board as part of its evaluation of the overall effectiveness of
the Board. The Committee concluded that it is performing
effectively and will remain focused on internal control and
external reporting. The area of evolving ESG reporting
requirements will continue to receive attention by the
Committee.
Adrian Hennah
Chair of the Audit Committee
Judith Hartmann
Susan Kilsby
Hein Schumacher
104
Unilever Annual Report and Accounts 2022 | Governance
Report of the Corporate
Responsibility Committee
As a Committee, we
guide Unilever’s strategy
on sustainability,
from climate change
and plastics, to living
wage and human rights.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
2022 was a year with unprecedented challenges for both
the world and Unilever. For the Corporate Responsibility
Committee (CRC), it has been a tough but fulfilling year,
supporting the Board and Unilever to navigate continued
Covid lockdowns in parts of the world, the war in Ukraine,
and gridlock in the global commodity supply chain, to name
just a few challenges.
And, as I have come to expect from Unilever, I have continually
been impressed with the support of Unilever’s people – from
the work to support Ukrainian colleagues, to continuous Covid
management and the deployment of new digital health and
wellbeing tools. As a Committee, we guide Unilever’s strategy
on sustainability, from climate change to plastics to living
wage and human rights.
As Chair of the CRC, I continue to be impressed with the
perseverance of Unilever’s leadership to be a global leader
in sustainable business and demonstrate that a purpose-led,
future-fit business model can deliver consistent, superior
performance.
The new Compass Organisation has shown us how the
Business Groups, with the support from Unilever’s Business
Operations and Corporate Centre, are now best positioned to
deliver the stretching Compass sustainability commitments
and respond to consumer demands, whilst retaining the
utmost commitment to business integrity and minimising risk.
With the Unilever Compass remaining as the leading principle,
the business is building a stronger and more resilient future.
The CRC has responsibility for the oversight of Unilever’s
conduct regarding its corporate and societal obligations, its
reputation as a responsible corporate citizen and its culture.
Accordingly, this year we reviewed several positive and
progressive policies, such as updates to the Responsible
Partner Policy (RPP) – a policy which outlines the commitment
to responsible business with respect for human rights as its
foundation. We worked closely with the ULE to ensure that the
dispute with the Ben & Jerry's independent board was amicably
resolved in a manner that reflects our ongoing commitment to
this iconic Unilever brand. We reviewed Unilever's performance
against the Sustainability Progress Index, one of the
performance measures for our long-term incentive plans.
2023 is critical for the delivery of the Unilever Compass
sustainability commitments, especially as some of them have
reached or are approaching their target date. The CRC is
looking forward to reviewing the Business Group and Compass
pillar strategies and how Unilever will deliver sustainability
while also growing the business. Furthermore, the CRC will
continue its oversight of Unilever’s reputation and review
developments in external sustainability reporting regulations.
I am confident that Unilever’s leadership and clear governance
framework will ensure the business is well equipped to
respond accordingly.
The Committee thanks our people for their continued
hard work and dedication to Unilever and the delivery of
sustainable growth. I look forward to further candid and
constructive meetings with my fellow Committee members
in 2023.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
Unilever Annual Report and Accounts 2022 | Governance
105
Report of the Corporate Responsibility Committee
Committee members and attendance
Strive Masiyiwa Chair
Youngme Moon
Feike Sijbesma
Attendance
3/4
4/4
4/4
This table shows the membership of the Committee together
with their attendance at meetings during 2022. 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 Chair was unable to attend one of the meetings of the
Committee due to an existing commitment. On this occasion,
Youngme Moon chaired the meeting.
The Chief Research & Development 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. Core to this remit is
its governance of progress on Unilever’s sustainability agenda,
as set out in the Company’s integrated business strategy,
the Unilever Compass, see page 4 and 5. Part of this
responsibility is reviewing and managing sustainability-
related risks, opportunities and trends material to Unilever.
The Committee also provides reviews and recommendations
to the Board in relation to the Climate Transition Action Plan
(CTAP) which sets out the actions we will take to decarbonise
our business and deliver our net zero goal.
The Committee is charged with ensuring that Unilever’s
reputation is protected and enhanced, so it must consider the
Company’s influence and impact on stakeholders. Central to
this is the need to identify any external developments that are
likely to impact Unilever’s corporate reputation, and to ensure
that appropriate and effective communication policies are
in place to support this. The Committee also oversees safety,
security and wellbeing alongside Unilever’s Code of Business
Principles and third-party compliance, ensuring that both
Unilever’s direct employees and those working within the
Company’s value chain comply with the expected standards
of conduct.
The Committee’s discussions are informed by the experience
of the Unilever Leadership Executive which is accountable for
driving responsible and sustainable growth through Unilever’s
operations, value chain and brands. Senior leaders are invited
to the Committee to share their perspectives and insights on
key issues and external developments. These are then used for
formal feedback to the Board.
Complementing the Committee’s role, the Audit Committee
is responsible for reviewing the independent assurance
programme of Unilever’s sustainability commitments within
the Unilever Compass, and significant breaches of the Code
of Business Principles.
During 2022, the Committee reviewed its terms of reference
and agreed that minor modifications were required to reflect
the new Compass Organisation.
The Committee’s terms of reference are set out at:
www.unilever.com/corporategovernance
During the year, the Committee also addressed a range
of other strategic and current issues, including the war in
Ukraine, occupational health, Unilever's Global Domestic
Violence and Abuse Policy, and human rights.
How the Committee has discharged its
responsibilities
In 2022, 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 standards is an essential
element in ensuring Unilever’s continued business success, as
any breach is identified as an ethical, legal, and regulatory risk
to the business, see page 74.
The Corporate Responsibility Committee is also responsible
for oversight of the Code and Code Policies, ensuring that
they remain fit for purpose and are appropriately applied.
It maintains 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 Committee also considers litigation and regulatory
matters which may have a reputational impact and reviews
a summary of any significant developments at each meeting.
These matters include increasing anti-bribery and corruption
measures, and competition law compliance.
In 2022, human rights continued to be a focus for the
Committee’s Code oversight. Members noted that regular
dialogue at Board level on human rights and due diligence
is critical.
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 and wider society.
A lack of third-party compliance can pose a risk to the
business, so the Committee rigorously examines Unilever’s
compliance programmes to minimise risks.
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. In December 2022,
the Responsible Partner Policy (RPP) came into effect, replacing
both the RSP and RBPP, and this recognises the evolving
demands of society and our planet, while simplifying our
approach with one policy. The Committee's focus will therefore
be on the RPP going forward.
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Safety and security
Safety, Health and Environment (SHE) are key priorities at
Unilever.
This year, despite the reduced level of global infections, the
pandemic has continued to cause disruption. The Committee
remained focused on the resilience of our people and
business, which required continued modernisation of
Unilever’s health services delivery. The Committee commended
the actions taken by the business to support employees’
health and wellbeing. In addition, the Committee oversaw
Unilever’s digital transformation which included the move
to the Cority electronic medical record (EMR) platform for
Unilever clinical staff caring for our people and the continued
roll out of digital health and wellbeing solutions that provide
24/7 tools and resources for improving the physical and
mental health of our people.
Unilever remained focused on promoting a safety-first culture.
Our employee-only TRFR was 0.66 accidents per million hours
worked (1 October 2021 to 30 September 2022) versus 0.55
in 2021, returning to pre-pandemic levels as more normal
operations have resumed. In November 2021, we very sadly
lost one employee at one of our tea estates in Kenya.
The Committee also examined Unilever’s approach to security.
As a global business, Unilever operates in many countries,
some of which suffer from limited rule of law, or social and
political unrest. In addition, cyber threats continue to increase.
The Committee recognised volatility in global politics as a
cause for concern with the increasing risk of individuals or
groups targeting Unilever. Members stayed abreast of growing
global insecurity as Unilever experienced the operational
impact of a rise in fragile states, with diminished capacity for
external shocks or internal challenges. Increased insecurity
also stretches national policing and impacts local economic
confidence, encouraging local criminality to expand their
illegal operations. The business continues to upgrade its
resilience programmes to protect its people and assets.
In 2022, the war in Ukraine and its impact on colleagues and
operations has been a key focal point. Unilever’s response was
to firstly prioritise the safety of our people in Ukraine, secondly
to ensure the continuity of business operations and thirdly to
protect the Company’s reputation. The Committee monitored
Unilever’s response from the perspective of employee
wellbeing as well as reputational and operational aspects,
and commended Unilever’s approach in placing the safety
of our people first.
Improving the health of the planet
The effects of climate change and nature loss are becoming
ever more apparent and increasingly urgent. In May 2021,
Unilever put a non-binding advisory vote to its shareholders
on its Climate Transition Action Plan (CTAP), see page 35 to 41.
The CTAP sets out Unilever’s climate targets and the actions
required to reduce emissions in the business. The Corporate
Responsibility Committee is responsible for overseeing CTAP
progress. In 2022, the Committee reviewed and approved the
plan to include the annual CTAP progress report within the
Annual Report and Accounts each year.
Our raw materials and packaging materials are the biggest
source of Unilever emissions. Tackling packaging waste and
eliminating single-use plastic, including sachets, continue to
be high priorities for the business and society. Unilever’s goals
include using more recycled and less virgin plastic, improving
the recyclability of plastic and exploring alternative materials
for our packaging.
Whilst sachets can ensure essential products reach low-
income households, the Committee highlighted that they
create a significant environmental and regulatory risk. The
Committee also acknowledged progress on the issue but
recognised the considerable challenges involved in
abandoning the use of sachets.
Commercialising sustainability
Over the past decade, we have witnessed demands for
corporate and brand action to preserve our planet and
improve livelihoods for the people we touch as a business. The
Unilever Compass is founded on the belief that sustainable
business is a core driver for superior financial performance.
Each Business Group has set out a strategy to deliver superior
results through sustainable operations. In 2022, the
Committee conducted deep dives of Home Care’s Clean
Future and Nutrition’s Future Foods strategies.
Clean Future, Home Care’s innovation programme, seeks to
pioneer superior cleaning products that are also kinder to the
planet. We seek to address our carbon footprint both in the
manufacture of products and in the usage by consumers. We
also make our formulations biodegradable, minimise the use
of virgin plastics, and avoid animal testing. The Committee
supported Clean Future’s strategic focus on innovation and
recommended the team continues to focus on new ways to
engage consumers.
Boldly Healthier is Nutrition’s plan for people and planet which
is supported by quantitative ‘Future Foods’ commitments. This
includes more plant-based, more positive nutrition, less salt,
sugar and calories, as well as less food waste. Members were
briefed on constructive engagements with ShareAction, and
in addition to overall support for the Future Foods strategy,
the Committee encouraged Unilever to consider technology
and portfolio changes to move not just to 'healthier' but also
to 'healthy'.
Diversity and inclusion
Domestic abuse can have a significant impact on victims’ and
survivors’ working lives. Supporting victims of domestic abuse
in the workplace is a social justice, equality and health and
safety issue. When victims are supported, it will improve
workplace relations, enhance wellbeing at work, retain
workers, reduce absence, and increase motivation and
performance.
Unilever launched its Global Domestic Violence and Abuse
Policy in March 2021. Since then, further enhancements
have been made to the policy to reflect the feedback from
employees. These include both those who have accessed
the policy or have been impacted personally by domestic
violence and abuse. The Corporate Responsibility Committee
requested notification of the work carried out in this area and
recommended action to promote the visibility of the policy.
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Protecting and enhancing Unilever’s reputation
Ensuring its good reputation is vital to Unilever’s ongoing
success. As activism rises, commentary on issues such as
single-use plastic and nutrition profiles becomes more rapidly
widespread than ever before, whilst social media continues to
amplify and accelerate issues.
As the Committee charged with overseeing Unilever’s
reputation, it has scrutinised the processes for managing and
advising on salient issues that present material risks to the
perception of the business. These processes are defined within
a clear governance framework and have been enhanced with
more sophisticated forecasting techniques. Furthermore,
tracking and measurement tools evaluate potential issues
and enhance training.
Management Co-Investment Plan
Unilever’s Reward Framework includes the Management
Co-Investment Plan (MCIP) and Performance Share Plan (PSP).
These are long-term incentive plans that are linked to financial
performance, as well as performance against sustainability
targets in the Unilever Compass, (see page118).
To come to a view on Unilever’s performance on its
sustainability commitments for the purposes of reward, the
Corporate Responsibility Committee and the Compensation
Committee jointly evaluate performance against a
Sustainability Progress Index (SPI). This has a selection of eight
targets representative of the breadth of the Unilever Compass.
The SPI is measured a year in arrears, and therefore 2022 is the
first year of using SPI targets aligned to the Unilever Compass
for the 2021 assessment. The Committees base their SPI
assessment on information already in the public domain
and available to investors.
Eight equally weighted KPIs comprise the 2021 SPI evaluation,
with one target from each of the pillars which underpin the
strategic actions of the Unilever Compass representing the
business’s wider progress across the Compass pillars. In
making their rounded assessment, the Committees review
both qualitative and quantitative progress across multiple
elements of the respective Compass pillar ambition, and
delivery against the respective anchor KPI.
Following an in-depth discussion of the SPI, the Corporate
Responsibility Committee agreed on a performance rating
which was endorsed by the Compensation Committee. This
joint assessment forms part of the Compensation Committee’s
overall recommendation on the SPI outcome (see page 117).
Evaluation of the Corporate Responsibility
Committee
As part of the internal Board evaluation carried out in 2022,
the Board evaluated the performance of the Committee.
The Committee also carried out an assessment of its own
performance in 2022 and concluded that it was working
effectively.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
Youngme Moon
Feike Sijbesma
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Directors' Remuneration Report
Andrea Jung
Vice Chair/Senior Independent Director
On behalf of the Compensation Committee, I am pleased to
present Unilever’s Directors’ Remuneration Report (DRR) 2022.
In the sections below, I set out the Compensation Committee’s
activities in 2022, including a summary of Unilever’s business
performance in 2022 and how it links to key remuneration
outcomes for the year.
Business performance and remuneration
Unilever delivered a year of strong growth in challenging
macroeconomic conditions.
Underlying sales growth (USG) stepped up to 9.0% in 2022, led
by pricing, in the face of significant input cost inflation across
our markets. Full year underlying price growth was 11.3%,
which had, as expected, some negative impact on volumes,
which declined by 2.1%.
Underlying operating margin (UOM) declined by 230bps
to 16.1%, slightly ahead of target of 16.0%.
Free cash flow (FCF) delivery was €5.5bn (€5.2bn including
€0.3bn tax paid on the separation of the global Tea business).
It was down from 2021 due to increases in capital expenditure
and working capital, notably inventory.
Underlying earnings per share (EPS) decreased by 2.1% to
€2.57.
Underlying return on invested capital (ROIC) was 16.0%,
compared to 17.2% in the prior year. This was mainly due to
increased goodwill and intangibles, driven by Paula's Choice
and Nutrafol acquisitions and a currency impact.
We are making good progress against our Compass
sustainability commitments. As a result, we achieved an
outcome of 126% for the Sustainability Progress Index (SPI),
as detailed on page 118.
The Remuneration Policy
is due for renewal in
2024 and I look forward
to liaising with investors
and other stakeholders
on this topic.
Incentive outcomes and wider stakeholder
considerations
2022 annual bonus
Under the formulaic outcomes, a bonus of 133% of target
opportunity was determined for both the CEO Alan Jope
(resulting in a bonus of 200% of fixed pay against a target
of 150%), and the CFO Graeme Pitkethly (resulting in a bonus
of 160% of fixed pay against a target of 120%), as detailed in
the chart on page 116.
After careful consideration, the Committee decided neither to
change the targets in response to volatile business conditions
nor to exercise discretion on the formulaic outcome, which will
set the global bonus pool for all eligible Unilever employees.
Our growth priority was recognised by upweighting USG to 50%
within the 2022 annual bonus performance measures. The
Committee considered the formulaic outcome was justified in
2022. Strong sales growth was delivered in challenging
macroeconomic conditions as we navigated through a high
cost inflation environment, and successfully balanced price
growth, and volume only modestly down by 2.1%. USG was
driven by disciplined pricing action and was broad-based
across each of our five Business Groups, led by strong
performances from our billion+ Euro brands.
Under the Remuneration Policy, 50% of the net bonus award
will be deferred in shares for three years.
2019-2022 Management Co-Investment Plan (MCIP)
The formulaic outcome for the 2019-2022 MCIP was 70% of
target. This outcome is detailed in the chart on page 117,
and corresponds to a vesting of 35% of maximum for our
two Executive Directors.
Similarly to the annual bonus, based on overall financial
performance as well as a holistic review of performance over
the four-year vesting period, no discretion was applied to the
MCIP vesting in 2022 for the Executive Directors and members
of the Unilever Leadership Executive (ULE).
When considering outcomes for the wider workforce, the
Committee decided to exercise discretion to the MCIP
2019-2022 payout outcome to all eligible employees below
ULE due to the impact of Covid and input cost inflation.
The discretion was an adjustment of +10% to the formulaic
outcome, resulting in an adjustment of +7% of payout, to 77%.
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Wider stakeholder considerations
When considering the annual bonus and MCIP outcomes,
the Committee carefully took into account the experiences
of our wider stakeholders in order to ensure that outcomes
were aligned.
In particular, our decision not to amend targets mid-year
despite extreme volatility and uncertainty was taken to
ensure that employees and Executive Directors are treated
commensurately with the interests of our shareholders.
The outcome of 133% of target for annual bonus is above
expectations, but the outcome of 70% of target for MCIP is
below our expectations. However, the Committee believes
these outcomes represent the performance delivered to
shareholders in challenging trading circumstances.
Our Remuneration Policy for 2022
The Remuneration Policy was approved at the AGM on 5 May
2021 and is available on our website ('the Remuneration
Policy').
Unilever's remuneration arrangements are aligned to its
culture of rewarding performance through annual bonus and
long-term incentive performance measures and remuneration
is determined throughout Unilever based on the same
principles as for the Executive Directors, as set out in the
Remuneration Policy.
Executive Director changes
Alan Jope will step down as CEO and Executive Director with
effect from 1 July 2023 and will retire from employment on
31 December 2023. He will continue to be paid in line
with the Remuneration Policy until his retirement. On this basis,
Alan remains eligible to receive a bonus in respect of 2023,
payable in March 2024 based on Company performance and
will participate in the PSP 2023-2025 on a pro-rated basis.
Further details of Alan’s leaving arrangements are set out
on page 124.
As announced on 30 January 2023, Hein Schumacher will begin
employment with Unilever on 1 June 2023 as CEO Designate
and Executive Director and become CEO effective 1 July 2023.
Hein's fixed pay has been set at €1,850,000 with annual bonus
and PSP opportunity in line with our Remuneration Policy
each of which for 2023 will be pro-rated to reflect his period
of employment. The Committee believes that the current
positioning of the package given Unilever’s global scale,
complexity and market capitalisation represents an
acceptable balance in view of various considerations, such
as competitive external market pay rates across Unilever’s
peer group and Hein's skills and experience.
In line with Unilever’s International Mobility policies, Hein
will receive a relocation allowance to support his move to
the UK (including housing costs) for a period of 24 months.
Hein will also be granted share awards to compensate him for
cash incentives from his previous employer that he will forfeit
due to commencing employment with Unilever. Further details
of Hein's joining arrangements are set out on page 123.
Executive Director fixed pay increases
As set out in last year’s DRR, we did not conduct a fixed pay
review for the Executive Directors in the first half of 2022, and
we planned to undertake such a review in the second half of
2022. Given the announcement of the CEO to retire at the end
of 2023, the Committee decided not to further review his fixed
pay for 2022 or 2023. Therefore, the fixed pay review was
limited to the CFO and took into account salary increases
awarded to the wider workforce.
As part of the fixed pay review, the Committee conducted an
evaluation of the CFO package against external market data(a)
in the second half of 2022, which shows the CFO is currently
positioned lower than the Committee consider to be
appropriate given the individual’s skills, experience and
performance.
Following the fixed pay review and taking into account
Company performance as well as the importance of retaining
the CFO during the transition to a new CEO, the Board
approved the Committee’s recommendation of a fixed pay
increase for the CFO of 6% to €1,246,262, effective from
1 January 2023. This is in line with the average increase
awarded to the wider Unilever workforce in 2022.
(a) Our benchmarking peer group consists of other global companies of a similar
financial size and complexity to Unilever and is set out in full in the
Remuneration Policy.
Non-Executive Director fees
Non-Executive Director fees have not been increased for
three years despite increasing complexity, time commitment
and required skills related to the role. As set out in last year’s
DRR, the Committee therefore reviewed the Non-Executive
Director fees in 2022 which shows that the fee levels for some
roles are below the benchmark of market median rates for UK
FTSE 30 companies. Therefore, the Board approved increases
to the Non-Executive Director fees for 2023, as outlined on
page 124.
Engaging with shareholders
I continued my dialogue with investors in 2022, including
discussions on the topic of remuneration. In particular,
investors have been interested to understand how
Environmental, Social and Governance factors are taken into
account in Unilever's remuneration arrangements. I was able
to reiterate that the SPI has been an established feature of
our long-term incentive (LTI) scheme since it was introduced
in 2017 and continues to support our vision to be the global
leader in sustainable business and the importance of
sustainability KPIs in driving business performance. See
page 85 of the 2021 Annual Report and Accounts and the
remuneration topics section of our website for further
information on the SPI.
I look forward to further engagement with shareholders in
2023 as Unilever prepares to renew its Remuneration Policy.
The Committee is committed to ensuring that remuneration
performance measures for Executive Directors align with the
interests of investors.
Engaging with employees
As previously reported, the Board shares 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.
We continued these engagements in 2022, see page 89 for
a summary of the discussions that took place.
In November 2022, the Chair of the Board, along with the CEO,
attended a virtual town hall meeting open to all employees
globally. This was an opportunity for employees to ask
questions, including in relation to Unilever’s approach to
remuneration. The Chair and the CEO shared that Unilever's
intention is to provide competitive pay and reward high
performance. Unilever's approach to remuneration is intended
to foster a healthy culture and incentivise employees to take
action and be judged by their performance. This means the
better Unilever performs, the higher the opportunity for
employee reward.
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One of the Committee members attended an engagement
session with employees on the subject of compensation
and benefits in November 2022. Employees shared feedback
on competitiveness of fixed pay for current employees,
the opportunity to choose benefits and management
differentiation between team members.
Employees are able to give real-time feedback on their pay
and benefits through Unilever's reward system. The average
satisfaction score for all employees globally for all elements
of reward was 63% as at 31 December 2022. Satisfaction with
long-term incentives was particularly high at 71%, which
reflects Unilever's aim to drive performance with incentives
in the upper quartile.
The Committee is periodically updated on matters impacting
the workforce, including inflation and the new Compass
Organisation.
As such, the Committee believes the implementation
of remuneration in 2022 is a fair reflection of employee
experience. In particular, Executive Director pay increases
are limited to the CFO and in line with that of the wider
workforce, as explained above. In addition, the same
Company performance measures for annual bonus and MCIP
apply to all eligible employees, including Executive Directors.
Inflation and employee remuneration
This year saw unprecedented levels of inflation and we have
extended our support to employees in a number of countries
through various targeted financial wellbeing interventions.
These have been specific to each country’s context and range
from providing access to financial advice to monetary
compensation or other forms of support.
Implementation report
The annual report on remuneration in this report describes
2022 remuneration in detail as well as the planned
implementation of the Remuneration Policy in 2023.
On behalf of the Committee and the entire Board, I thank all
shareholders and their representatives for their constructive
engagement in 2022. Shareholders will have an advisory vote
on the DRR at the 2023 AGM. I look forward to engaging with
shareholders and their representatives in 2023 in respect of
renewing the Remuneration Policy.
Andrea Jung
Chair of the Compensation Committee
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Committee members and attendance
Andrea Jung Chair
Nils Andersen
Laura Cha (member until 4 May 2022)
Ruby Lu
Nelson Peltz (member since 20 July 2022)
Attendance
8/8
8/8
3/4
8/8
3/3
This table shows the membership of the Compensation
Committee together with their attendance at meetings during
2022. Attendance is expressed as the number of meetings
attended out of the number eligible to be attended.
The Committee is comprised of four Non-Executive Directors,
including Andrea Jung as the Chair. Laura Cha retired as a
Non-Executive Director at the AGM in May 2022. Nelson Peltz
became a Non-Executive Director and joined the Committee
in July 2022. Other attendees at Committee meetings in 2022
were the CEO, Chief Legal Officer & Group Secretary, the Chief
Counsel Executive Compensation & Employment, the Chief
Human Resources Officer, the Chief People & Transformation
Officer, the VP Global Head of Reward, the Head of Expertise &
Innovation, and the Deputy Chief Financial Officer & Controller.
No individual Executive Director was present when their own
remuneration was being determined to ensure there was no
conflict of interest, 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 Board
for approval.
Role of the Committee
The Committee reviews the remuneration of the Executive and
Non-Executive Directors and ULE. It also has responsibility for
the design and terms of executive and all employee share-
based incentive plans and the remuneration policy for the
ULE and senior managers. The Committee is also involved in
the performance evaluation of the ULE.
The Committee's terms of reference are contained within
'The Governance of Unilever' which is available on our website.
As part of the Board evaluation carried out in 2022, the Board
evaluated the performance of the Committee. The Committee
also carried out an assessment of its own performance in
2022. Overall, the Committee members concluded that the
Committee is performing effectively. The Committee has
agreed to review trends on executive remuneration and
performance measures for long-term incentives, in particular
in view of the upcoming Remuneration Policy renewal
due in 2024.
Activities of the Committee
During 2022, the Committee met eight times and its activities
included:
■ determining the 2021 annual bonus outcome;
■ determining the vesting of the MCIP awards for the CEO,
CFO and the ULE;
■ setting the 2022 annual bonus and Performance Share Plan
(PSP) 2022-2024 performance measures and targets;
■ reviewing fixed pay for the CEO and CFO and fees for the
Non-Executive Directors;
■ tracking external developments and assessing their impact
on Unilever’s Remuneration Policy and its implementation,
in particular in the context of geopolitical tensions, inflation,
and rising interest rates;
■ reviewing underlying reward principles, workforce pay,
including pay philosophy and pay positioning;
■ reviewing updates to Unilever's annual bonus policy to align
with the Compass Organisation transformation;
■ retirement of CEO and CEO succession planning;
■ reviewing gender pay gap data;
■ considering progress on the living wage commitment that
is now extended to the wider supply chain; and
■ assessing performance against 2022 SPI targets and setting
2023 SPI targets along with the Corporate Responsibility
Committee (CRC).
Advisers
While it is the Committee’s responsibility to exercise
independent judgement, the Committee requests advice from
management and professional advisers, as appropriate, to
ensure that its decisions are fully informed given the internal
and external environment.
Fiona Camenzuli of PricewaterhouseCoopers LLP (PwC)
provided the Committee with independent advice on
various matters it considered. During 2022, the wider
PricewaterhouseCoopers network firms have 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, merger and acquisition support,
and media assurance 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 at
www.remunerationconsultantsgroup.com (Code of Conduct:
Executive Remuneration Consulting).
The Committee is satisfied that the advice of the PwC
engagement partner and team, which provide remuneration
advice to the Committee, was objective and independent. They
do not have connections with Unilever 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 2022 were £188,250. 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.
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Annual report on remuneration
This section sets out how the Remuneration Policy (which
was approved by shareholders at the AGM on 5 May 2021 and
is available on our website) was implemented in 2022 and how
it will be implemented in 2023. See the remuneration topics
section of our website for a copy of the Remuneration Policy.
Remuneration Policy
The Remuneration Policy is operating as intended and no
material changes are proposed in relation to how we
implement the Remuneration Policy in 2023.
Unilever's remuneration arrangements are aligned to its
culture of rewarding performance through annual bonus and
long-term incentive performance measures and remuneration
is determined throughout Unilever based on the same
principles as for the Executive Directors, as set out in the
Remuneration Policy. Remuneration is controlled with pay at
risk determined according to pre-determined performance
measures with a maximum outcome. This results in
predictability in the management of risks and costs. Executive
Elements of remuneration
Remuneration is proportionate given the financial size and
complexity of Unilever as determined through benchmarking
with our peers. Unilever's remuneration arrangements
provide for clarity and simplicity by constituting of fixed pay,
benefits, annual bonus and long-term incentives, which are
transparently detailed in the Remuneration Policy and DRR.
The Remuneration Policy is due for renewal in 2024 and I look
forward to liaising with investors and other stakeholders on
this topic.
Implementation of the Remuneration Policy for
Executive Directors
The Remuneration Policy was implemented with effect from
the May 2021 AGM as set out below.
Remuneration for 2022 and planned for 2023 for the CEO refers
to Alan Jope. Please see page 123 for remuneration details for
Hein Schumacher as incoming CEO.
Fixed Pay
Purpose and link to strategy
At a glance
Implementation in 2022
Planned for 2023
Annual Bonus
Purpose and link to strategy
At a glance
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.
Details of the rationale for our Executive Directors’ fixed pay amounts can be found on page 110.
Effective from 1 January 2022:
■ CEO: €1,560,780
■ CFO: €1,175,719
Effective from 1 January 2023:
■ CEO: €1,560,780 (no change)
■ CFO: €1,246,262 (6% increase)
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.
In 2021, a new requirement was introduced to defer 50% of the net annual bonus into shares or share awards to
link to long term performance.
■ Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO.
■ Maximum annual bonus is 225% of fixed pay for the CEO and 180% 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 commercially sensitive and will be disclosed in full with the
corresponding performance outcomes retrospectively following the end of the relevant performance year.
■ Requirement to defer 50% net annual bonus into shares.
■ Subject to ultimate remedy/malus and claw-back provisions, as set out in the Remuneration Policy.
Implementation in 2022
Planned for 2023
Implemented in line with the Remuneration Policy:
■ Underlying sales growth: 50%
■ Underlying operating margin improvement: 25%
■ Free cash flow: 25%
■ Underlying sales growth: 50%
■ Underlying operating margin improvement: 25%
■ Free cash flow: 25%
Long-Term Incentive: Performance Share Plan
Purpose and link to strategy
The PSP aligns senior management’s interests with shareholders by focusing on the sustained delivery of
high-performance results over the long-term.
At a glance
■ PSP awards normally vest after three years, to the extent performance conditions are achieved.
■ The normal maximum award for the CEO is 400% of fixed pay and for the CFO is 320% of fixed pay. At target,
50% of maximum vests, equating to 200% and 160% of fixed pay respectively.
■ Upon vesting, Executive Directors will have a further two-year retention period.
■ The PSP is subject to ultimate remedy, discretion, malus and claw-back provisions, as set out in the
Remuneration Policy.
Implementation in 2022
The PSP was implemented in line with the Remuneration Policy. Details of the performance measures for the 2022
PSP awards can be found on page 119.
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Directors' Remuneration Report
Elements of remuneration continued
Planned for 2023
The performance conditions and target ranges for 2023 awards under the PSP will be as follows:
PSP 2023 – 2025 awards
Competitiveness:
% business winning
Cumulative free cash flow (€bn)
(current rates ex cash tax on
disposal)
Underlying return on invested
capital (exit year %)
Sustainability progress index
(Committee assessment of SPI
progress)
Weighting
Threshold
Max
25%
25%
25%
25%
45%
0%
€15.5bn
0%
14%
0%
0%
0%
60%
200%
€21.5bn
200%
18%
200%
200%
200%
PSP awards (based on target performance) to be made on 10 March 2023 as follows:
■ CEO 33% Fixed Pay: €520,260 (this is a reduced award to reflect Alan's period of employment over the
performance period (6 out of 36 months) against a target of 200% Fixed Pay).
■ CFO 160% Fixed Pay: €1,994,019.
Cumulative FCF from operating activities in current currency ensures sufficient cash is available to fund a range
of strategic capital allocation choices. As such, the Committee believes that the target range of a threshold of
€15.5bn and a maximum of €21.5bn to be appropriate.
ROIC measures the return generated on capital invested by the Group and 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. The target range of a threshold of 14% and maximum of 18% expresses our
commitment to deliver ROIC at a level of mid to high teens, whilst continuing to reshape our portfolio through
acquisitions and disposals.
Competitiveness % Business Winning will be assessed each year as the aggregate turnover of the portfolio
components (country/category cells) gaining value market share as a % of the total turnover measured by
market data. As such, it assesses what percentage of our revenue is being generated in areas where we are
gaining market share. The outcome for the 2023-2025 PSP is the average of the three years % Business Winning
performance. With intense competition and changing shopper trends, winning share in each portfolio or
geography segment presents a challenge for all players; repeating these wins over successive years is even
more demanding. At consolidated Group level, delivering consistently in the range of 50% Business Winning will
enable us to grow with our markets, delivering above 50% Business Winning over successive years supports our
objective of growing ahead of our markets. Keeping this in mind, the Committee believes that a stretch goal
of 60% and threshold performance of 45% resulting in a zero payout for this performance measure to be
appropriate.
The SPI is an assessment made jointly by the CRC and the Committee. The 2023 SPI will be evaluated on
progress against selected sustainability targets in the Unilever Compass, based on in-year performance in 2022
(except Positive Nutrition and Health and Wellbeing that will be measured against performance in 2023). The
CRC and Committee will determine a numerical rating for the SPI in the range of 0–200%. Annual ratings are
tallied as an average SPI for each four-year MCIP and each three-year PSP performance period. Eight pillars,
with one target from each of the three Compass priority areas, will comprise the 2023 SPI evaluation as for 2022
(see page 118). In making their rounded assessment, the CRC and the Committee will also review both
qualitative and quantitative progress across the wider Compass targets as well as delivery against the
respective KPIs.
In addition to the three elements mentioned above, our Executive Directors are provided with non-monetary benefits.
These include medical insurance cover, actual tax return preparation costs and provision of death-in-service benefits
and administration.
Ultimate remedy/malus and claw-back
Grants under the PSP and the legacy MCIP are subject to ultimate remedy and discretion as explained in the Remuneration
Policy. Malus and claw-back apply to all performance-related payments, as explained in the Remuneration Policy.
In 2022, the Committee did not reclaim or claw-back any of the value of awards of performance-related payments to current
or former Executive Directors.
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Directors' Remuneration Report
Single figure of remuneration and implementation of the Remuneration Policy in 2022
for Executive Directors (Audited)
The table below shows a single figure of remuneration for each of our Executive Directors for the years 2021 and 2022.
(A) Fixed pay(a)
Total fixed pay
(B) Other benefits
Fixed pay & benefits subtotal
(C) Annual bonus(b)
(D) LTI: MCIP match shares
Variable Remuneration subtotal
Total Remuneration (A+B+C+D)
Alan Jope CEO (€’000)
Graeme Pitkethly CFO (€’000)
Proportion
of Fixed
and
Variable
Rem
30.8%
69.2%
2022
1,561
1,561
102
1,663
3,114
618
3,732
5,395
Proportion
of Fixed
and
Variable
Rem
32.9%
67.1%
2021
1,534
1,534
76
1,610
1,864
1,416
3,280
4,890
Proportion
of Fixed
and
Variable
Rem
32.1%
67.9%
2022
1,176
1,176
48
1,223
1,876
708
2,585
3,808
Proportion
of Fixed
and
Variable
Rem
35.0%
65.0%
2021
1,156
1,156
47
1,203
1,123
1,114
2,237
3,440
(a) Fixed pay increased by 3.5% to €1,560,780 for CEO and €1,175,719 for CFO from 1 July 2021 and pro-rated for annual bonus i.e. the maximum amount of 2021 bonus
increased by 1.75%.
In line with the Remuneration Policy, 50% of the 2022 net annual bonus will be deferred into Unilever shares that must be held for a period of three years.
(b)
Where relevant, amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510),
excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date at
9 February 2023 (€1 = £0.8879 and €1 = $1.0733).
Amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605), excluding amounts
in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date on 16 February 2022
(€1 = £0.8379 and €1 = $1.1354).
We do not grant our Executive Directors any personal loans or guarantees.
Elements of single figure remuneration 2022
(A) Fixed pay (Audited)
Fixed pay set in euros and paid in 2022: CEO – €1,560,780, CFO – €1,175,719.
(B) Other benefits (Audited)
For 2022 this comprises:
Medical insurance cover, actual tax return preparation costs and legal fees
Provision of death-in-service benefits and administration
Total
(a) The numbers in this table are translated where necessary using the average exchange rate over 2022 of €1 = £0.8510.
Alan Jope
CEO(€)(a)
Graeme Pitkethly
CFO(€)(a)
2022
86,439
16,000
102,439
2022
35,616
12,000
47,616
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Directors' Remuneration Report
(C) Annual bonus (Audited)
Annual bonus 2022 actual outcomes: CEO – €3,113,756 (which is 89% of maximum, 200% of fixed pay as at 31 December 2022).
CFO – €1,876,448 (which is 89% of maximum, 160% of fixed pay as at 31 December 2022).
Alan Jope
Graeme Pitkethly
Bonus @ target =
150% × fixed pay
(€2,341,170)
×
Business
performance
133%
=
€3,113,756
Bonus @ target =
120% × fixed pay
(€1,410,863)
×
Business
performance
133%
=
€1,876,448
50% of the net annual bonus earned is deferred into shares (€825,145 for Alan Jope and €497,259 for Graeme Pitkethly). Shares
are deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy.
The annual bonus measures and performance against targets are set out below. All performance ranges are straight-line
between threshold and maximum:
Performance: Annual Bonus
Performance metric (weighting)
Underlying sales growth (50%)
Underlying operating margin (25%)
Free cash flow (25%)
Overall performance
Threshold
0%
Target
100%
Maximum
150%
4.5%
-370bps
€4.3bn
0%
9.0%
7.5%
-230bps
-180bps
€5.5bn
€5.8bn
133%
150%
Result
vesting
(of target)
150%
111%
123%
133%
Further details of the annual bonus outcomes and the Committee's assessment of the appropriateness of the formulaic
outcomes are described in the Committee Chair's letter on page 109.
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Directors' Remuneration Report
(D) MCIP (Audited)
2022 Outcomes
This includes MCIP match shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly
on 23 April 2019, based on performance in the four-year period to 31 December 2022, which vested on 9 February 2023.
The values included in the single figure table for 2022 are calculated by multiplying the number of shares granted (including
additional shares in respect of accrued dividends through to 31 December 2022) by the level of vesting (% of target award)
and the share price on the date of vesting (PLC £41.09 and PLC EUR €46.47), translated into euros using the exchange rate on
the date of vesting (€1 = £0.8879).
Performance against targets:
Performance: MCIP 2019-2022
Performance metric (weighting)
Threshold
0%
Target
100%
Underlying sales growth (CAGR) (25%)
Underlying earnings per share growth
(Current FX) (25%)(a)
Underlying return on invested capital
(Exit year %) (25%)
Sustainability progress index (Committee
assessment of compass progress) (25%)
Overall performance
1.5%
1.5%
2.0%
16.0%
16.0%
0%
0%
Maximum
200%
Result
vesting
(of target)
4.5%
5.5%
152%
10.0%
20.0%
0%
0%
126%
200%
126%
70%
200%
70%
(a) Earnings Per Share Growth excludes the benefit from share buyback of €3bn in 2021. 2022 share buyback of €1.5bn was executed to return ekaterra Tea Business
proceeds, hence considered.
Further details of the MCIP outcome and the Committee's assessment of the appropriateness of the formulaic outcomes are
described in the Committee Chair's letter on page 109. Further detail on the SPI outcome is set out below. On the basis of this
performance, the Committee determined that the MCIP awards at the end of 2022 will vest at 70% of initial target award levels
(i.e. 35% of maximum for MCIP), in line with the formulaic outcome.
Outcome of SPI for MCIP cycle 2019-2022 (not audited):
The SPI is an assessment of the business’s sustainability performance by the CRC and the Committee that captures quantitative
and qualitative elements. The CRC and the Committee agree on a SPI achievement level against the target taking into account
performance across all the targets in each Compass pillar (i.e. climate action, positive nutrition, and living wage).
The Unilever Compass sustainability target is our integrated sustainability and business strategy and includes 38 sustainability
KPIs under three Compass priority areas.
The 2022 SPI performance is set out on page 118. The SPI index for the four-year MCIP performance period is calculated by taking
a simple average and is set out at the bottom of the table for MCIP 2019-2022. From 2022, the SPI indicators are based on
progress made against the Unilever Compass, as 2021 marked the final year of reporting against the Unilever Sustainable Living
Plan (USLP). Therefore, for the MCIP cycle 2019-2022, the outcome for the first three years is based on the USLP and the outcome
for the final year is based on the Unilever Compass.
To 'improve the health of the planet', aligned to Home Care’s Clean Future strategy, we signed two major contracts with
suppliers to develop alternatives to surfactants: the most greenhouse gas-intensive class of ingredients. We also continue in our
journey to deforestation-free supply chains, where in 2021, 81% of our volumes of palm oil, paper and board, tea, soy and cocoa
were from areas with a low risk of deforestation. We have made further progress against all waste-free world targets, through
our 'less plastic, better plastic, no plastic' framework, and are firmly on track to deliver the goal of 25% recycled plastic by 2025.
Under our 'improve people's health, confidence and wellbeing' priority area, we reached 686 million people, helping to improve
their health, wellbeing and hygiene through programmes led by some of our biggest brands: Lifebuoy, Dove, Pepsodent and
Sunsilk. Further, plant-based eating is essential to reduce the burden on the planet, and it is good for people’s health. Despite
Covid-related supply issues and intensified competition completion, our plant-based products have reported growth. We have
a strategy to sustain the strong growth of meat replacement and vegan mayonnaise and to boost growth in plant-based
ice cream.
Finally, under the 'contribute to a fairer and more socially inclusive world' priority area, we enhanced the livelihoods of millions
of people by driving fairness and human rights in our operations and extended supply chain. We are supporting diverse
businesses through supplier development programmes and launched a supplier diversity pledge. Focusing on key collaborative
manufacturing suppliers and our largest markets, we are implementing the Living Wage. And, to prepare for changing core skills
required to perform their roles, we are ensuring our workforce is prepared for the future with an aim to reskill or upskill our
employees with future-fit skills by 2025.
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117
-
Directors' Remuneration Report
The average SPI outcome for MCIP 2019-2022 is set out at the bottom of the table and in note (b).
Compass pillar
Compass target
Compass priority area: Improve the health of the planet
Climate action
KPI
Replace fossil-fuel-derived carbon
with renewable or recycled carbon
in all our cleaning and laundry
product formations by 2030
The total number of suppliers with
whom we have signed agreements
to develop renewable or recycled
carbon surfactants from 1 January
to 31 December 2021
Protect and regenerate
nature
Deforestation-free supply chain in
palm oil, soy, paper and board, tea
and cocoa by 2023
Waste-free world
25% recycled plastic by 2025
The percentage of palm oil, soy,
paper and board, tea and cocoa
that are purchased or contracted
from low-risk sources of
deforestation by 31 December
2021, based on contracts in place
by 1 October 2021 for palm oil, and
purchases made from 1 October to
31 December 2021 for soy, paper
and board, tea and cocoa
Total tonnes of recycled plastic
purchased as a percentage of total
tonnes of plastic packaging used
in products sold from 1 January to
31 December 2021
Compass priority area: Improve people's health, confidence and wellbeing
Total sales (euros) of Unilever's
Positive nutrition
products containing plant-based
meat and dairy alternatives from
1 January to 31 December 2021
€1 billion annual sales from plant-
based meat and dairy alternatives
by 2025-2027
Health & wellbeing
Taking action through our brands
to improve health and wellbeing
and advance equity and inclusion,
reaching 1 billion people per year
by 2030
Number of people reached by
brand communications and
initiatives that help improve health
and wellbeing, and help advance
equity and inclusion from 1 January
to 31 December 2021
Compass priority area: Contribute to a fairer and more socially inclusive world
Equity, diversity & inclusion
Spend €2 billion annually with
diverse businesses worldwide
by 2025
Monetary value (euros) of all
invoices received from tier 1
suppliers that are either verified as
a diverse business by an approved
certification body or have self-
declared as a diverse business from
1 January to 31 December 2021
Raise living standards
Ensure that everyone who directly
provides goods and services to
Unilever will earn at least a living
wage or income by 2030
Future of work
Reskill or upskill our employees
with future-fit skills by 2025
Annual SPI outcome
Average SPI outcome for
MCIP 2019-2022(b)
The total monetary value of long-
term Dedicated Collaborative
Manufacturing contracts signed
with a requirement to pay a living
wage, expressed as a percentage
of the total monetary value of long-
term Dedicated Collaborative
Manufacturing contracts signed
from 1 January to 31 December
2021
% of employees with a future-fit
skills set from 1 January to 31
December 2021
2021 target Judgement(a)
2021 actuals
SPI 2022
2
Achieved
2
80%
Achieved
81%
20%
Under-
achieved
19%
€320m
Under-
achieved
€242m
500m people
Over-
achieved
686m
people
€374m
Over-
achieved
€445m
60%
Over-
achieved
78%
5%
Achieved
7%
125%
126%
(a) Judgement of the Committee and CRC.
(b) SPI outcomes for the years 2019-2021 were based on the USLP and are set out in detail on page 92 of the Annual Report and Accounts 2021. SPI 2019 outcome
(based on 2018 actuals) was 125%, SPI 2020 outcome (based on 2019 actuals) was 130%, SPI 2021 outcome (based on 2020 actuals) was 125% and SPI 2022 outcome
(based on 2021 actuals) was 125%, making an average SPI outcome for MCIP 2019-2022 of 126% (rounded).
118
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Directors' Remuneration Report
Share price growth MCIP 2019 – 2022
-
€874,570
-30%
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
9.8%
- - €6 18, 41 6
-9.1%
€9 78,8 20
-30%
9.8%
- - €708,467
-7.4%
Origina[(a)
Pe rformance, 200
.r:
0
(IJ
::,
g 150
100
so
Dec 12
Dec 13
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec19
Dec 20
Dec 21
Dec22
-
Unilever PLC
-
FTS E 100
Serving as a Non-Executive Director 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 88 for further details).
For the reason above, Graeme Pitkethly is permitted to be a Non-Executive Director of Pearson plc since 1 May 2019. In 2022, he
received an annual fee of €115,404 (£98,208) (2021: €108,077 (£93,000)) (of which 25% of his basic fee was delivered in Pearson
shares in accordance with Pearson’s remuneration policy) based on an average exchange rate over 2022 of €1 = £0.8510. Figures
for 2021 have been translated in euros based on an average exchange rate over 2021 of €1 = £0.8605.
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 this and the previous report:
Voting outcome
2021 Directors' Remuneration Report (2022 AGM)
(excluding the Directors' Remuneration Policy)
2021 Directors' Remuneration Policy (2021 AGM)
For
Against
Withheld
92.52%
93.51%
7.48%
6.49%
4,585,321
8,161,369
The DRR has been approved by the Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and Group Secretary.
Unilever Annual Report and Accounts 2022 | Governance
131
Financial statements
134 Statement of Directors’ responsibilities
135 KPMG LLP's Independent Auditor’s Report
150 Consolidated Financial Statements Unilever Group
154 Notes to the Consolidated Financial Statements Unilever Group
206 Company Accounts Unilever PLC
209 Notes to the Company Accounts Unilever PLC
214 Group Companies
225 Shareholder information: financial calendar
226 Additional Information for US Listings Purposes
- Statement of Directors' responsibilities
Annual accounts
Directors’ responsibility statement
The Directors are responsible for preparing the Annual Report and
Accounts in accordance with applicable law and regulations. The
Directors are also required 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 PLC 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
PLC 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
(IFRS) as issued by the International Accounting Standards Board (IASB),
and UK-adopted international accounting standards, which they
consider to be applicable have been followed. The Directors are
responsible for preparing the Annual Report and Accounts including the
consolidated financial statements in the European single electronic
format in accordance with the requirements as set out in Commission
Delegated Regulation (EU) 2019/815 with regard to regulatory technical
standards on the specification of a single electronic reporting format.
The Directors have responsibility for ensuring that PLC keep accounting
records which disclose with reasonable accuracy their financial position
and which enable the Directors to ensure that the accounts comply
with all 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 Auditor's Report, 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.
Each of the Directors confirms that, to the best of his or her knowledge:
■ The Unilever Annual Report and Accounts 2022, taken as a whole, is
fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy;
■ The financial statements which have been prepared in accordance
with international financial reporting standards (IFRS) as issued by
the International Accounting Standards Board (IASB), and UK-
adopted international accounting standards give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company 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 PLC and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties
that they face.
The Directors and their roles are listed on pages 80 to 81.
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 59. In addition, we describe in notes 15 to 18 on pages 181
to 196 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 76.
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 for at least 12 months from the date of approval of
the financial statements.
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 68 to 75 for a discussion of Unilever’s principal risk
factors and to pages 67 to 76 for commentary on the Group’s approach
to risk management and control.
134
Unilever Annual Report and Accounts 2022 | Financial Statements
KPMG LLP’s Independent Auditor’s Report
To the members of Unilever PLC
Our opinion is unmodified
-
In our opinion:
■ the financial statements of Unilever PLC give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
31 December 2022, and of the Group’s profit for the year then ended;
■ the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
■ the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006; and
■ the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Unilever PLC (“the Company”) for the year ended 31 December 2022
(FY22) included in the Annual Report and Accounts, which comprise:
Group (Unilever PLC and its subsidiaries)
Parent Company (Unilever PLC)
■ Consolidated income statement;
■ Consolidated statement of comprehensive income;
■ Consolidated statement of changes in equity;
■ Consolidated balance sheet,;
■ Consolidated cash flow statement; and
■ Notes 1 to 27 to the consolidated financial statements, including the
Income statement,
■
■ Statement of comprehensive income;
■ Statement of changes in equity;
■ Balance sheet;
■ Statement of cash flows; and
■ Notes 1 to 16 to the Company Accounts, including the accounting
accounting information and policies in note 1.
information and policies on page 209.
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
and matters included in this report are consistent with those discussed and included in our reporting to the Audit Committee (“AC”).
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.
Key Audit Matters
Revenue Recognition –
Discounts
Indirect tax contingent liabilities
in Brazil
Investments in subsidiaries
(PLC only)
Vs FY21
↔
↔
+
Item
4.1
4.2
4.3
Overview of our Audit
Factors Driving our view
of risks
Following the conclusion of our FY21 audit, and
considering developments affecting the Group
since then, we have updated our risk
assessment.
It was a year marked by high commodity and
other input cost inflation affecting many
countries the Group operates and sells in. Price
increases and the impact on volumes sold,
together with the broader impact on margin
and operating profit were areas considered
during this risk assessment. We continue to
have a focus on revenue recognition and the
recognition of discounts (which is netted
against revenue) as a Key Audit Matter (see
4.1 below).
During these periods of unprecedented
commodity price inflation, the Group also made
changes to its organisational model, with the
Compass organisation change effective on 1
July 2022. In our audit and communications with
the AC we considered if the change impacted
the Group’s financial processes, controls and
reporting. Areas considered included reporting
segments and the restatement of historic
information (see note 2 on page 155), changes
in the management structure and any impact
on financial controls, as well as the
determination of Cash Generating Units (CGUs)
and subsequent impairment testing (see note 9)
on page 171.
We have not observed a change in the risk
associated with the Indirect tax contingent
liabilities in Brazil, as further discussed in
4.2 below.
As the Group disposed of the ekaterra Assets
Held for Sale at the end of FY21 on 1 July 2022, a
profit of €2.3bn was realised. The Assets Held for
Sale has appropriately been derecognised and
we no longer have a Key Audit Matter over the
complexity involved over its recognition.
Unilever Annual Report and Accounts 2022 | Financial Statements
135
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Independent Auditor's Report
Overview of our Audit
Audit Committee
Interaction
During the year, the Audit Committee met 8 times. KPMG are invited to attend all Audit Committee meetings and are
provided with an opportunity to meet with the Audit Committee in private sessions without the Executive Directors
being present. For each Key Audit Matter, we have set out communications with the Audit Committee in section 6,
including matters that required particular judgement for each.
Our Independence
The matters included in the Audit Committee Chair’s report on page 100 are materially consistent with our
observations of those meetings.
We have fulfilled our ethical responsibilities and
remain independent of the Group in
accordance with UK ethical requirements,
including the FRC Ethical Standard as applied to
listed public interest entities.
Total audit fee
€23m*
* Total audit fee
includes 0.4m
related to non-
statutory audit
Audit related fees
Other services
Non-audit fee as a % of total audit and audit
related fee %
€0.2m
€0.4m
2%
Date first appointed
Uninterrupted audit tenure
Tenure of Group engagement partner
Average tenure of component signing partners
14 May 2014
9 years
2 years
3 years
Apart from the matters noted below, we have
not performed any non-audit services during
the financial year ended 31 December 2022 or
subsequently which are prohibited by the FRC
Ethical Standard.
During 2023 we identified that certain KPMG
member firms had provided preparation of
local GAAP financial statement services and, in
some cases, foreign language translation of
those financial statements over the period 2015
to 2022 to some group entities. Some of these
entities are and have been in scope for the
Group audit. The services, which have been
terminated, were administrative in nature and
did not involve any management decision-
making or bookkeeping. The work had no direct
or indirect effect on Unilever PLC’s consolidated
financial statements.
In our professional judgment, we confirm that
based on our assessment of the breach, our
integrity and objectivity as auditor has not been
compromised and we believe that an objective,
reasonable and informed third party would
conclude that the provision of these services
would not impair our integrity or objectivity for
any of the impacted financial years. The Audit
Committee have concurred with this view.
Audit tenure
We were first appointed as auditor by the
shareholders for the year ended 31 December
2014. The period of total uninterrupted
engagement is for the 9 financial years ended
31 December 2022.
Following a competitive tender process
undertaken in FY22, the Board of Unilever has
announced its intention to reappoint KPMG as
its external auditor for the financial year end 31
December 2024, subject to shareholder
approval at its 2024 Annual General Meeting.
The Group engagement partner is required to
rotate every 5 years. As these are the second set
of the Group’s financial statements signed by
Jonathan Mills, he will be required to rotate off
after the FY25 audit.
The average tenure of partners responsible
for component audits as set out in section 7
below is 3 years, with the shortest being 1 and
the longest being 7.
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Independent Auditor's Report
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Overview of our Audit
Materiality
(Item 6 below)
The scope of our work is influenced by our
view of materiality and our assessed risk of
material misstatement.
We have determined overall materiality for
the Group financial statements as a whole
at €380m (FY21: €380m) and for the Parent
Company financial statements at £296m (FY21:
£296m).
Consistent with FY21, we determined that
normalised Group profit before taxation
remains the benchmark for the Group as it
is most appropriate and reflective of the
business, being a profit seeking company.
To reflect the Group’s profit before tax from
continuing operations, we have normalised the
profit before tax benchmark by excluding the
€2.3bn profit from the sale of ekaterra.
As such, we based our Group materiality on
normalised Group profit before taxation of
€7.9bn, of which it represents 4.8% (FY21: 4.4%).
Materiality for the Parent Company financial
statements was determined with reference to a
benchmark of the Company total assets of
which it represents 0.4% (FY21: 0.4%).
Consistent with FY21, we determined that total
assets remains the benchmark for the Parent
Company as it is most appropriate and
reflective of the business, being a holding
company.
Materiality levels used in our audit
400
380 380
300
200
100
0
296 296
20 20
4 4 _ . .
Group
GPM
HCM
PLC
LCM
AMPT
FY21 (ml
FY22 (ml
Group Performance Materiality (€ml
Highest Component Materiality (€ml
Group Group Materiality (€m)
GPM
HCM
PLC
LCM
AMPT Group Audit Misstatement Posting Threshold (€ml
Parent Company Materiality (£m)
Lowest Component Materiality (€ml
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Independent Auditor's Report
Overview of our Audit
Group scope
(Item 7 below)
We performed our risk assessment and
planning procedures to determine which of the
Group’s components are likely to include risks of
material misstatement to the Group financial
statements, the type of procedures to be
performed at these components and the extent
of involvement required from our component
auditors around the world.
We scoped:
■ Two components (Hindustan Unilever Limited
(India) and Conopco Limited (United States))
as individually financially significant and
subject to full scope audits;
■ 12 further components subject to full scope
audits, but not individually financially
significant;
■ 23 components subject to ‘audit of specific
account balance’ to obtain further audit
coverage.
Certain Group transactions originate in various
countries and are processed in the Group’s
operating centres in China, India, Mexico,
Philippines and Poland. We have established
audit teams to perform centralised testing on
behalf of our component teams in these
locations. We tested the relevant key controls
that operate in these centres. Other procedures
that were performed centrally are set out in
more detail in Section 7 below.
In addition, we performed Group level analysis
on the remaining out-of-scope components
to determine whether risks of material
misstatement existed in those components and
planned audit responses thereto.
We consider the scope of our audit, as agreed
with the Audit Committee, to be an appropriate
basis for our audit opinion.
Coverage of Group financial statements
Profit before tax (71%)
54%
Full scope audits
Audits of o ne or more account bala nces
Risk assessment a n a lytical procedures a t gro u p level
Total assets (80%)
44%
20%
Full scope audits
Audits of one or more account balances
Risk assessment analytical p roced u res at group level
In scope tested centrally
Revenue (76%)
53%
Full scope aud its
Audits of one or more account bala nces
Risk assessment analytica l procedures at g ro up level
138
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Independent Auditor's Report
Overview of our Audit
-
The impact of climate
change on our audit
In planning our audit, we considered the potential impacts of risks arising from climate change on the Group’s
business and its financial statements. The Group has set out its targets under its Climate Transition Action Plan
(CTAP) to reduce operational emissions by 100% by 2030; with an interim goal to achieve a 70% reduction by 2025
against a 2015 baseline, to halve the full value chain emissions of its products on a per consumer use basis by 2030
against a 2010 baseline and to achieve net zero emissions covering Scope 1, 2 and 3 emissions by 2039. Detailed
information is provided in the Strategic Report on page 40 and in the CTAP and TCFD sections on pages 42 to 51.
Whilst the Group has set these targets, in note 1 to the Consolidated Financial Statements the Directors have
stated that they have considered the impact of climate change risks and identified goodwill and indefinite-life
intangibles, property, plant and equipment and defined benefit plan assets as balance sheet line items that could
potentially be significantly impacted. They have reviewed these line items in detail and concluded that the impact of
climate related risk is immaterial due to mitigation actions taken against those risks. Therefore, they do not believe
that there is a material impact on the financial reporting judgements and estimates and as a result the valuations of
the Group’s assets and liabilities have not been significantly impacted by these risks as at 31 December 2022.
As a part of our audit we have performed a risk assessment to determine if the potential impacts of climate change
may materially affect the financial statements and our audit. We did this by making inquiries of management
and inspecting internal and external reports in order to independently assess the climate-related risks and their
potential impact. We held discussions with our own climate change professionals to challenge our risk assessment.
The most likely potential impact of climate risk and plans on these financial statements would be on the forward-
looking assessments of long-term assets.
We have considered the sensitivity of the assumptions used in the impairment testing of goodwill and indefinite-
life intangible assets. The outcome of the impairment tests are not considered to be sensitive. As a result of this, and
the relative size of other long-term assets which could be impacted by climate change risks, we determined that
climate related risks did not have a significant impact on our audit and there is no significant impact of these risks on
our Key Audit Matters.
We have also read the Group’s disclosures of climate related information in the Strategic Report and considered
consistency with the financial statements and our audit knowledge.
Going concern, viability and principal risks and uncertainties
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent
Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’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”).
Going concern
We used our knowledge of the Group, its industry, and the general
economic environment to identify the inherent risks to its business model
and analysed how those risks might affect the Group’s and Company’s
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 the Company’s available financial resources over
this period were:
■ Commodity inflation and pricing
■ Landing Pricing and Volume Sensitivity
We also considered realistic second order impacts, such as business
transformation and portfolio management failure and the loss of all
material litigation cases which could result in a rapid reduction of
available financial resources. We considered whether these risks could
plausibly affect the liquidity in the going concern period by assessing the
degree of downside assumptions that, individually and collectively, could
result in a liquidity issue, taking into account the Group’s current and
projected cash and facilities and the outcome of their reverse stress
testing. We considered whether the going concern disclosure in note 1
to the financial statements gives an accurate description of the Directors’
assessment of going concern.
Accordingly, based on those procedures, we found the directors’ use of
the going concern basis of accounting without any material uncertainty for
the Group and Parent Company to be acceptable. 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 above conclusions are not a guarantee that
the Group or the Parent Company will continue in operation.
Our conclusions
■ We consider that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements
is appropriate.
■ We have not identified, and concur with the directors’
assessment that there is not, a material uncertainty related to
events or conditions that, individually or collectively, may cast
significant doubt on the Group’s or Parent Company's ability to
continue as a going concern for the going concern period.
■ We have nothing material to add or draw attention to in relation
to the directors’ statement on page 134 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 Parent Company’s use of that basis for the
going concern period, and we found the going concern
disclosure on page 134 to be acceptable; and
■ The related statement under the Listing Rules set out on page
134 is materially consistent with the financial statements and
our audit knowledge.
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Disclosures of emerging and principal risks and longer-term viability
Our responsibility
Our reporting
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial
statements and our audit knowledge.
We have nothing material to add or draw attention to in relation
to these disclosures.
We have concluded that these disclosures are materially consistent
with the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
■ the directors’ confirmation, within the Viability Statement on page 76,
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 Risks disclosures describing these risks and how emerging
risks are identified 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.
We are also required to review the Viability Statement set out on page 76
under the Listing Rules.
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 Parent Company’s
longer-term viability.
Key Audit matters
What we mean
Key audit matters are those matters that, in our professional judgment, 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 include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters
and our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for the purpose of our
audit of the financial statements as a whole. We do not provide a separate opinion on these matters.
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Independent Auditor's Report
4.1 Revenue recognition – discounts (Group)
Financial Statement Elements
Our assessment of risk vs FY21
Our results
Off-invoice Rebate Accruals
€4,557m
€4,004m
FY22
FY21
↔
Our assessment of the risk
is similar to FY21
FY22: Acceptable
FY21: Acceptable
-
Rebates Fraud risk
Revenue is measured net of rebates, price reductions, incentives given
to customers, promotional couponing and trade communication costs
(together referred to as ‘’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 at
31 December 2022 (“rebate accrual”).
Therefore, there is a risk of revenue being misstated as a result of
incorrect calculation of the variable consideration.
Within revenue recognition we identified the off-invoice rebate accrual
as a Key Audit Matter, as in a number of markets the off-invoice rebate
accrual is significant and the terms in contractual arrangements with
customers are not uniform.
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 off-invoice rebate
accrual.
There is a risk that revenue may be overstated due to fraud through
manipulation of the off-invoice rebate accrual recognised resulting
from the pressure management may feel to achieve performance
targets.
Communications with Unilever’s Audit Committee
Our response to the risk
The following are the primary procedures we performed to address this
Key Audit Matter in a selected number of markets:
■ Risk Assessment: Within the Group’s relevant markets, we performed
risk assessment procedures by using the prior year off-invoice rebate
accrual together with our understanding of current year
developments to form an expectation of the off-invoice rebate
accrual at 31 December 2022. We compared this expectation against
the actual off-invoice rebate accrual, completing further
corroborative inquiries and obtained underlying documentation as
appropriate.
■ Controls: We evaluated the design and tested the operating
effectiveness of certain internal controls related to the revenue
process including controls over the rebate agreements, calculation
of the off-invoice rebate accrual and controls over rebate claims.
■ Test of Detail: Tested a selection of recorded off-invoice rebate
accruals after 31 December 2022 and assessed whether the accrual
is recorded in the appropriate period.
■ Test of Detail: Tested a selection of payments made after
31 December 2022 and assessed whether the original accrual was
recorded in the appropriate period.
■ Journals: Critically assessed manual journals recorded to revenue
to identify unusual or irregular items and obtained underlying
documentation for those identified as unusual or irregular.
Our discussions with and reporting to the Audit Committee included:
■ Our approach to the audit of rebates including details of planned substantive procedures and the extent of our control reliance
■ A retrospective review on the prior year-end accruals in markets we considered contains higher risk
■ Our conclusions on the appropriateness of the methodology and value of the off-invoice rebate accrual as at year-end
Areas of particular auditor judgement
We did not identify any areas of particular auditor judgement.
Our results
The results of our testing were satisfactory (FY21: satisfactory) and we considered the rebate accrual disclosures to be acceptable
(FY21: acceptable).
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 100 for details on how the Audit Committee
considered revenue recognition as an area of significant attention, page 155 for the accounting policy on revenue recognition, and note 2, 13 and
14 for the financial disclosures.
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4.2 Indirect tax contingent liabilities in Brazil (Group)
Financial Statement Elements
Our assessment of risk vs FY21
Our results
Contingent Liabilities
disclosed (regarding
to a 2001 corporate
reorganisation)
FY22
FY21
€3,292m
€2,549m
↔
Our assessment of the risk
is similar to FY21
FY22: Acceptable
FY21: Acceptable
Taxation dispute outcome
In Brazil, there is a high degree of complexity involved in the local
indirect tax regimes (both state and federal) and jurisprudence,
related to certain corporate reorganisations. Due to these complexities,
there is a high degree of judgement applied by the Group with respect
to the uncertainty of the outcome of this matter. Complex auditor’s
judgement and specialised skills were also required in assessing the
outcome of investigations by the authorities, if a liability exists and in
making an estimate of any economic outflows.
Our response to the risk
The following are the primary procedures we performed to address this
key audit matter:
■ Controls: We evaluated the design and tested the operating
effectiveness of certain internal controls related to the indirect tax
process including controls around the assessment of the outcome
of investigations if a liability exists and the quantification of the
potential economic outflow.
■ Our Tax Expertise: We involved local indirect tax professionals with
specialised skills and knowledge who assisted in:
■ assessing the appropriateness of the classification as contingent
liabilities compared to the nature of the exposures, applicable
regulations and related correspondence with the tax authorities;
and
■ assessing the impact of historical and recent judgements passed
by the court authorities in considering any legal precedent or case
law by inquiring of the Group’s external lawyers and inspection of
relevant information, on the likelihood of an outflow of economic
resources.
■ Enquiry of Lawyers: We inspected legal opinions from third party
lawyers and obtained formal confirmations from the Group’s
external lawyers and, where relevant, compared to the underlying
exposure.
■ Assessing Transparency: We assessed the adequacy of the Group’s
disclosures in respect of indirect tax contingent liabilities in Brazil.
Communications with Unilever’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
■ Our approach to the audit of the indirect tax contingent liabilities in Brazil including details of planned substantive procedures and the extent
of our control reliance
■ Our conclusions on the appropriateness of the in-year movements in the related balances
■ The adequacy of the disclosure of the contingent liabilities disclosed
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
■ The assessment of the outcome of investigations by the authorities, if a liability exists and in making an estimate of any economic outflows.
Our results
The results of our testing were satisfactory (FY21: satisfactory) and we considered the Brazilian indirect tax contingent liability disclosures to be
acceptable (FY21: acceptable).
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 100 for details on how the Audit Committee
considered indirect tax provisions and contingent liabilities as an area of significant attention, pages 196 and 197 for the accounting policy on
provisions and contingent liabilities respectively, and note 19 and 20 for the financial disclosures.
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Independent Auditor's Report
4.3 Investments in subsidiaries (Parent company only)
Financial Statement Elements
Our assessment of risk vs FY21
Our results
FY22
FY21
+
Investments in subsidiaries
£76,107m
£76,057m
Recoverability of parent company’s investments in subsidiaries
Low Risk, high value
The carrying amount of the investments in subsidiaries held at cost
less impairment represent 98% (2021: 98%) of Unilever PLC total
Company assets.
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 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 audit of Unilever PLC.
In FY21, the accounting for
the swap transaction of
intellectual property rights
was reported as a Key
Audit Matter. As this
transaction concluded in
FY21, in FY22, the area of
most significance to our
audit of the parent
company is investments in
subsidiaries.
FY22: Acceptable
FY21: Acceptable
Our response to the risk
We performed the tests below rather than seeking to rely on any of the
Company’s controls because the nature of the balance is such that we
would expect to obtain audit evidence primarily through the detailed
procedures described.
The following are the primary procedures we performed to address this
Key Audit Matter:
■ Assessing application: We assessed the conclusions reached in the
Group impairment workings to the recoverability of Unilever PLC’s
investments in subsidiaries. We assessed whether the conclusions
reached gave rise to any indications of impairment which would be
appropriate in assessing the recoverability of parent company’s
investment in subsidiaries.
■ Our sector experience: We evaluated the current level of trading,
including identifying any indications of a downturn in activity
considering our knowledge of the Group and the industry.
■ Benchmarking assumptions: We challenged key assumptions used
in the impairment analyses of the Group’s Cash Generating Units
by benchmarking assumptions such as discount rates and growth
rates to external data points, using our own valuation specialist,
and performing sensitivity analysis.
■ Assessing Transparency: We assessed the disclosures of Unilever PLC
in respect of the investment in subsidiaries.
Communications with Unilever’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
■ Our approach to the audit of the recoverability of the parent company’s investments in subsidiaries, including the planned substantive
procedures and extent of our control reliance.
■ An assessment of indicators of impairment from the conclusion reached in the group impairment workings or company specific adjustments.
■ Our assessment of the adequacy of disclosures in respect to investments in subsidiaries.
Areas of particular auditor judgement
■ The assessment of the assumptions used in determining the recoverable value of the CGU to which the investments belong, and assessing
whether an impairment exists.
Our results
The results of our testing were satisfactory (FY21: satisfactory) and we found the carrying amount of the Unilever PLC investments in subsidiaries
with no impairments to be acceptable (FY21: acceptable).
Further information in the Annual Report and Accounts: See page 209 for the accounting policy on Investments in subsidiaries, and note 5 to the
Company Accounts for the financial disclosures.
We have performed procedures over the profit on disposal of the ekaterra Tea Business in FY22. However, since ekaterra was classified as Assets
Held for Sale in the FY21 accounts, in the current year audit no additional auditor effort was required, therefore it is not separately identified in
our report this year. Similarly, the accounting for the one-off IP swap transaction in FY21 is no longer separately identified in our report this year
for FY22.
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Our ability to detect irregularities, and our response
Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
■ Enquiring of directors, the Audit Committee, internal audit and inspection of policy documentation as to the
Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function,
and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected
or alleged fraud.
■ Reading Board and Audit Committee minutes
■ Considering remuneration incentive schemes and performance targets for directors.
■ Using analytical procedures to identify any unusual or unexpected relationships.
■ Using our own forensic professionals with specialised skills and knowledge to assist us in identifying the fraud
risks based on discussions of the circumstances of the Group.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud
throughout the audit. This included communication from the group to in-scope component audit teams of relevant
fraud risks identified at the Group level and request to in-scope component audit teams to report to the Group
audit team any instances of fraud that could give rise to a material misstatement at group.
Fraud risks
As required by auditing standards, and taking into account possible pressures to meet performance targets, we
performed procedures to address the risk of management override of controls, in particular the risk that Group
management may be in a position to make inappropriate accounting entries and the risk of bias in accounting
estimates and judgements.
As part of this audit, we also assessed there to be a fraud risk in relation to revenue recognition – discounts. This is
included as a Key Audit Matter as per section 4.1.
Link to KAMs
Further detail in respect of fraud risks identified over the risk that revenue may be overstated due to fraud through
manipulation of the off-invoice rebate accrual is contained within the Key Audit Matter disclosures in section 4.1 of
this report.
Procedures to address
fraud risks
In determining the audit procedures, we took into account the results of our evaluation and testing of the operating
effectiveness of the Group-wide fraud risk management controls. For further details in respect to the Group-wide
risk management controls refer to the report of the Audit Committee on page 100.
We also performed procedures including:
■
Identifying manual journal entries to test for all in-scope components based on risk criteria, such as
management postings and timing being after the closure of the sales ledger, and comparing the identified
entries to supporting documentation.
■ Evaluating the business purpose of significant unusual transactions.
■ Assessing significant accounting estimates for bias.
Laws and regulations – identifing and responding to risks of material misstatement relating to
compliance with laws and regulations
Laws and regulations risk
assessment
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
financial statements from our general commercial and sector experience, through discussion with the Directors and
other management (as required by auditing standards) and from inspection of the Group’s regulatory and legal
correspondence. We discussed with the Directors and other management the policies and procedures regarding
compliance with laws and regulations and we made use of our own forensic professionals with specialised skills
and knowledge to assist us in evaluating the facts and circumstances.
Risk communications
Direct laws context and
link to Audit
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 in-scope component
audit teams of relevant laws and regulations identified at the Group level, and a request for in-scope component
auditors to report to the group team any instances of non-compliance with laws and regulations that could give
rise to a material misstatement at the 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 financial reporting
legislation (including related companies’ legislation), distributable profits legislation and taxation legislation. We
assessed the extent of compliance with these laws and regulations as part of our procedures on the related
financial statement items.
Most significant indirect
law/regulation areas
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 Group’s extensive use of trademarks, copyright and patents)
■ Data privacy (requirements from existing data privacy laws)
■ Environmental regulation (reflecting nature of 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.
Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.
Link to KAMs
Laws and Regulations are linked to the Brazil Indirect Tax Key Audit Matter identified in section 4.2 of the Auditors
Report on page 141. Tax legislation is noted as a law that directly affects the financial statements.
Indirect tax contingent liabilities in Brazil are disclosed in on note 20 to the Group financial statements on page 197.
144
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Context
Context of the ability of
the Audit to detect fraud
or breaches of law or
regulation
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. For example, the further removed non-compliance with laws and
regulations 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 fraud, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations
to help us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements,
both individually and in the aggregate, on the financial statements as a whole.
€380m
(FY21: €380m)
Materiality for the
Group Financial
Statements as a whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at €380m (FY21: €380m). This was determined with
reference to a benchmark of normalised Group profit before taxation.
Consistent with FY21, we determined that normalised Group profit before taxation remains the main benchmark for
the Group. We consider profit before tax, excluding certain identified items, is a key indicator of performance, the
basis for earnings, and therefore the primary focus of a reasonable investor. We have inspected analyst consensus
data and other investor commentary for signals of alternate significant influencers of economic decisions. No
revisions to our calculation methodology resulted therefrom.
To reflect the Group’s profit before tax from continuing operations, we have normalised the profit before tax
benchmark by excluding the one-off profit from the sale of the Group’s tea business (ekaterra).
Our Group materiality of €380m was determined by applying a percentage to the adjusted Group profit before
taxation. When using a benchmark of Group profit before taxation to determine overall materiality, KPMG’s
approach for public interest entities considers a guideline range of up to 5% of the measure. In setting overall Group
materiality, we applied a percentage of 4.8% (FY21: 4.4%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £296m (FY21: £296m), determined
with reference to a benchmark of the Company net assets, of which it represents 0.4% (FY21: 0.4%).
€285m
(FY21: €285m)
Performance materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual
account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY21: 75%) of materiality for Unilever Group financial
statements as a whole to be appropriate.
The Parent Company performance materiality was set at £222m (FY21: £222m), which equates to 75% (FY21: 75%)
of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any
factors indicating an elevated level of risk.
€20m
(FY21: €20m)
Audit misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative
point of view. We may become aware of misstatements below this threshold which could alter the nature, timing,
and scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to Unilever’s Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5.26% (FY21: 5.26%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The Parent Company audit misstatement posting threshold was set at £14m (FY21: £14m), which equates to 5%
(FY21: 5%) of materiality for the Parent Company financial statements as a whole.
The overall materiality for the Group financial statements of €380m (FY21: €380m) compares as follows to the main financial statement caption
amounts:
Total Group Revenue
Group profit before tax
(normalised)
Total Group Assets
FY22
FY21
FY22
FY21
FY22
FY21
Financial statement
Caption
Group Materiality as %
of caption
€60,073m
€52,444m
€8,034m
€7,603m
€ 77,821m
€75,095m
0.63%
0.65%
4.73%
4.47%
0.49%
0.45%
Unilever Annual Report and Accounts 2022 | Financial Statements
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- Independent Auditor's Report
The scope of our Audit
Group scope
What we mean
How we determined the procedures to be performed across the Group.
The Group operates through a significant number of legal entities and these form reporting components (FY22: 657,
FY21: 641) that are primarily country based. In order to determine the work performed at the reporting component
level, we identified those components which we considered to be of individual financial significance, those which
were significant due to risk and those remaining components on which we required procedures to be performed to
provide us with the evidence we required in order to conclude on the group financial statements as a whole.
We determined individually financially significant components as those contributing at least 10% (FY21: 10%) of
revenue. We selected revenue because these are the most representative of the relative size of the components.
We performed full scope audits on individually financially significant components, which contributed 26% (FY21:
25%) of total Group revenue.
The Group audit team considered the impact of the Compass organisation change and concluded that it did not
change the reporting structure of components. The Group audit team have met with Business Group management
on a regular basis to make inquiries as to how the organisation change impacted the business and to consider if
top-down risks exist.
To provide sufficient coverage over the Group’s Key Audit Matters, we performed audits of 14 components (FY21: 15),
which are included within ‘Full scope audit’ below, as well as audit of one or more account balances, including
revenue and the related accounts receivables, at a further 23 components (FY21: 22), which are included within
‘Audit of one or more 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.
Scope
Full scope audit
Audit of one or
more account
balances
Number of
components
14 (15)
23 (22)
Range of
materiality
applied
€6m – €348m
(€5m – €344m)
€4m – €150m
(€4m – €150m)
Group revenue
Total profits and
loses that made
up Group PBT
Group total
assets
53% (54%)
54% (47%)
70% (72%)
23% (23%)
17% (22%)
10% (11%)
37 (37)
Total
The Group operates centralised operating centres that are relevant to our audit in China, India, Mexico, Philippines
and Poland. These centres perform accounting and reporting activities alongside related controls. Together, these
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.
80% (83%)
71% (69%)
76% (77%)
We have also performed audit procedures centrally across the Group, in the following areas:
■ Consolidation of the financial information;
■ Testing of IT systems and configurations;
■ Journal entry analysis;
■ Using technology to perform a 4-way sales match over invoices (3-way invoice to order and delivery document,
plus on-invoice rebate deductions) to verify the accuracy and timeliness of revenue recorded;
■ For some components, using technology to perform a line-by-line analysis of the unwind of prior year rebate
■
accruals to retrospectively test accuracy and identify risks for some countries;
Indefinite life intangibles (trademarks) and goodwill impairment testing;
Items excluded from normalised Group PBTCO;
■
■ Certain uncertain tax positions;
■ Actuarial assumptions to determine the Group’s Defined Benefit Obligations;
■ Climate considerations and impact on the financial statements.
In addition, we have performed Group level analysis on the remaining components to determine whether further
risks of material misstatement exist in those components.
None of the out-of-scope entities individually represented more than 2% total Group revenue or total Group assets,
or more than 5% of total profits and losses making up Group profit before taxation.
Approach on controls
For the audit of the Group financial statements, we were able to rely upon the Group’s internal controls over
financial reporting in several areas of our audit, where our controls testing supported this approach, which enabled
us to reduce the scope of our substantive audit work.
For the audit of the Unilever PLC company financial statements, the scope of the audit work performed was mainly
substantive due to its profile of being a holding company.
146
Unilever Annual Report and Accounts 2022 | Financial Statements
Independent Auditor's Report
Group Audit team
oversight
What we mean
The extent of the Group audit team’s involvement in component audits.
-
As part of determining the scope and preparing our audit plan and strategy, the Group audit team held various
meetings with our component auditors across the world to discuss key audit risks and obtain input from component
teams.
Instructions
The Group audit team instructed component auditors as to the significant areas to be covered, including the
relevant risks detailed above and the information to be reported back.
The Group audit team allocated components materialities and approved the statutory materiality when
components used it for reporting purposes, having regard to the mix of size and risk profile of the components.
Virtual meetings and calls
The Group audit team held regular virtual meetings with the component auditors in key locations and majority of
the other locations in scope for group reporting. These meetings were held to understand the business, any updates
to the risk assessment and any issues and findings. 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.
Global conferences
The Group team hosted two virtual conferences in June and December 2022 and one three-day physical conference
in London. These conferences emphasised key areas of the group audit instructions and allowed for the sharing of
risk assessment considerations and group updates, and allowed the group team to enhance our understanding of
the component audits and two-way communication.
■
■
■
In June, the conference covered key group developments, the origins of risk and the deployment of data and
analytic tools.
In September, the in-person conference enhanced collaboration and the sharing of our understanding of group
developments, notably the Compass organisation change. Speakers included consumer market, ESG, Dynamic
Risk Assessment and Behavioural Finance professionals.
In December, the Group audit team held a virtual conference to provide a further update on risk assessment, the
Group’s year-to-date results and considerations of climate risk in our audit.
Site visits
The Group audit team visited the following component teams during the year:
■ Operating Centres: India, Mexico, Philippines
■ Other component auditors: Brazil, France, India, Indonesia, Mexico, Philippines, Singapore, South Africa, United
Arab Emirates, United Kingdom, and conducted a virtual site visit to Canada, China and the United States.
Review of work papers
The Group audit team also inspected selections of the component team’s key work papers related to significant
risks and assessed the appropriateness of conclusions and consistencies between reported findings and work
performed.
We deem our oversight of component auditors was appropriate.
Unilever Annual Report and Accounts 2022 | Financial Statements
147
- Independent Auditor's Report
Other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report 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.
All other information
Our responsibility
Our reporting
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 or
inconsistencies in the other information.
Strategic report and Directors' report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
■ 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
■
financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
■
Directors' Remuneration report
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate Governance Disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between
the financial statements and our audit knowledge, and:
■ the directors’ statement that they consider that the annual report and financial statements 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 annual report describing the work of the Audit Committee, including the
significant issues that the Audit Committee considered in relation to the financial statements,
and how these issues were addressed; and
■ the section of the annual report that describes the review of the effectiveness of the Group’s risk
management and internal control systems.
Our reporting
In our opinion the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Our reporting
Based on those procedures, we have
concluded that each of these disclosures
is materially consistent with the financial
statements and our audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in this respect.
Other matters on which we are required to report by exception
Our responsibility
Our reporting
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 Parent Company, or returns adequate
We have nothing to report in these
respects.
for our audit have not been received from branches not visited by us; or
■ the Parent Company financial statements 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.
148
Unilever Annual Report and Accounts 2022 | Financial Statements
Independent Auditor's Report
Respective responsibilities
Directors’ responsibilities
-
As explained more fully in their statement set out on page 134, the directors are responsible for: the preparation of the financial statements
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 financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and
Parent 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 Parent 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 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 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 Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format
specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in
accordance with that format.
The purpose of our Audit work and to whom we own our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and
the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Mills (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
1 March 2023
Unilever Annual Report and Accounts 2022 | Financial Statements
149
-
Consolidated Financial Statements
Unilever Group
Consolidated income statement
for the year ended 31 December
Turnover
Operating profit
Which includes gain on disposal of ekaterra
Net finance costs
Pensions and similar obligations
Finance income
Finance costs
Net monetary gain/(loss) arising from hyperinflationary economies
Share of net profit/(loss) of joint ventures and associates
Other income/(loss) from non-current investments and associates
Profit before taxation
Taxation
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Combined earnings per share
Basic earnings per share (€)
Diluted earnings per share (€)
Notes
2
2
21
5
1,3
11
6A
7
€ million
2022
60,073
10,755
2,303
(493)
44
281
(818)
(157)
208
24
10,337
(2,068)
8,269
627
7,642
3.00
2.99
€ million
2021
52,444
8,702
–
(354)
(10)
147
(491)
(74)
191
91
8,556
(1,935)
6,621
572
6,049
2.33
2.32
€ million
2020
50,724
8,303
–
(505)
(9)
232
(728)
20
175
3
7,996
(1,923)
6,073
492
5,581
2.13
2.12
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
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)
Total comprehensive income
Attributable to:
Non-controlling interests
Shareholders’ equity
Notes
6C
15B
15B
€ million
€ million
€ million
2022
8,269
2021
6,621
2020
6,073
36
(473)
(91)
614
8,355
507
7,848
166
1,734
279
1,177
9,977
749
9,228
78
215
60
(2,590)
3,836
286
3,550
Note 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 154 to 205 which form an integral part of the consolidated financial statements.
150
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
Consolidated statement of changes in equity
Called
up share
capital
420
–
Share
premium
account
134
–
Unification
reserve
–
–
Other
reserves
(5,574)
–
Retained
profit
18,212
5,581
for the year ended 31 December
€ million
Consolidated statement of changes in equity
31 December 2019
Profit or loss for the period
Other comprehensive income, net of tax:
Equity instruments gains/(losses)
Cash flow hedges gains/(losses)
Remeasurements of defined benefit pension plans
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Issue of PLC ordinary shares as part of Unification(a)
Cancellation of NV ordinary shares as part of Unification(a)
Other effects of Unification(b)
Movements in treasury shares(c)
Share-based payment credit(d)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Hedging gain/(loss) transferred to non-financial assets
Net gain arising from Horlicks acquisition(e)
Other movements in equity(f)
31 December 2020
Profit or loss for the period
Other comprehensive income, net of tax:
Equity instruments gains/(losses)
Cash flow hedges gains/(losses)
Remeasurements of defined benefit pension plans
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Share capital reduction(g)
Repurchase of shares(h)
Movements in treasury shares(c)
Share-based payment credit(d)
Dividends paid to non-controlling interests
Hedging gain/(loss) transferred to non-financial assets
Other movements in equity(f)
31 December 2021
Hyperinflation restatement to 1 January 2022 (see note 1)
Adjusted opening balance
Profit or loss for the period
Other comprehensive income, net of tax:
Equity instruments gains/(losses)
Cash flow hedges gains/(losses)
Remeasurements of defined benefit pension plans
Currency retranslation gains/(losses)(i)
Total comprehensive income
Dividends on ordinary capital
Repurchase of shares(h)
Movements in treasury shares(c)
Share-based payment credit(d)
Dividends paid to non-controlling interests
Hedging gain/(loss) transferred to non-financial assets
Other movements in equity(j)
31 December 2022
–
–
–
–
–
–
–
–
–
–
–
–
–
51
(20)
(233)
(146) 73,364
–
–
–
(6)
–
–
–
73,472
–
–
–
–
–
–
–
–
92
–
–
–
–
–
–
–
–
–
–
–
–
–
–
92
–
92
–
–
–
–
–
–
–
–
–
–
–
–
–
92
–
–
–
–
–
–
(20,626)
–
–
–
–
–
(2)
52,844
–
52,844
–
–
–
–
–
–
–
–
–
–
–
–
–
52,844
–
–
–
–
–
–
–
–
(73,364)
–
–
–
–
–
–
–
(73,364)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(73,364)
–
(73,364)
–
68
62
–
(2,356)
(2,226)
–
–
–
132
220
–
–
–
10
–
(44)
(7,482)
–
147
276
–
1,025
1,448
–
–
(3,018)
95
–
–
(171)
(82)
(9,210)
–
(9,210)
–
–
–
–
–
–
–
–
–
–
–
–
–
45
(92)
–
240
193
–
(1,509)
106
–
–
(126)
(258)
(73,364) (10,804)
-
Non-
controlling
interests
694
492
10
(2)
(2)
(212)
286
–
–
–
–
–
–
(559)
–
2
1,918
48
2,389
572
19
3
6
149
749
–
–
–
–
–
(503)
(3)
7
2,639
–
2,639
627
(9)
1
1
(113)
507
–
–
–
–
(572)
(1)
107
2,680
Total
equity
13,886
6,073
78
60
215
(2,590)
3,836
(4,300)
–
–
–
62
108
(559)
(6)
12
4,848
(232)
17,655
6,621
166
279
1,734
1,177
9,977
(4,458)
–
(3,018)
(48)
161
(503)
(174)
154
19,746
154
19,900
8,269
36
(91)
(473)
614
8,355
(4,356)
(1,509)
(31)
177
(572)
(127)
(136)
21,701
Total
13,192
5,581
68
62
217
(2,378)
3,550
(4,300)
–
–
–
62
108
–
(6)
10
2,930
(280)
15,266
6,049
147
276
1,728
1,028
9,228
(4,458)
–
(3,018)
(48)
161
–
(171)
147
17,107
154
–
–
217
(22)
5,776
(4,300)
(51)
253
14
(158)
108
–
–
–
2,930
(236)
22,548
6,049
–
–
1,728
3
7,780
(4,458)
20,626
–
(143)
161
–
–
231
46,745
154
46,899
7,642
17,261
7,642
–
–
(474)
487
7,655
(4,356)
–
(137)
177
–
–
15
50,253
45
(92)
(474)
727
7,848
(4,356)
(1,509)
(31)
177
–
(126)
(243)
19,021
(a) As part of Unification (see note 1 for further details), the shareholders of NV were issued new PLC ordinary shares, and all NV shares in issue were cancelled. The net
(b)
(c)
impact is recognised in retained profit.
Includes the reduction of PLC’s share capital following the cessation of the Equalisation Agreement. Prior to Unification, a conversion rate of £1 = €5.143 was used in
accordance with the Equalisation Agreement to translate PLC’s share capital. Following Unification, PLC’s share capital has been translated using the exchange rate at
the date of Unification. To reflect the legal share capital of the PLC company, an increase to share premium of €73,364 million and a debit unification reserve for the
same amount have been recorded as there is no change in the net assets of the Group. This debit is not a loss as a matter of law.
Includes purchases and sales of treasury shares, and transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences
between purchase and grant price of share options.
(d) The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to
employees.
(e) Consideration for the Main Horlicks Acquisition included the issuance of shares in a group subsidiary, Hindustan Unilever Limited, which resulted in a net gain being
recognised within equity. See note 8 for further details.
(f) 2021 includes a hyperinflation adjustment of €280 million and €82 million related to the Welly acquisition. 2020 includes €163 million paid for purchase of the non-
controlling interest in Unilever Malaysia.
(g) Share premium has been adjusted to reflect the legal share capital of the PLC company, which reduced by £18,400 million following court approval on 15 June 2021.
(h) Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 29 April 2021 and 10 February 2022.
(i)
(j)
Includes a hyperinflation adjustment of €514 million in relation to Argentina and Turkey.
Includes the following items related to the acquisition of Nutrafol: €(269) million non-controlling interest purchase option in other reserves and €99 million non-
controlling interest recognised on acquisition.
Unilever Annual Report and Accounts 2022 | Financial Statements
151
- Consolidated Financial Statements Unilever Group
Consolidated balance sheet
for the year ended 31 December
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
Non-controlling interests
Total equity
Total liabilities and equity
Notes
€ million
2022
€ million
2021
9
9
10
4B
6B
17A
11
12
13
17A
17A
22
15C
14
19
22
15C
4B
4B
19
6B
14
21,609
18,880
10,770
4,260
1,049
1,154
942
58,664
5,931
7,056
381
4,326
1,435
28
19,157
77,821
5,775
18,023
877
748
4
20,330
18,261
10,347
5,119
1,465
1,198
974
57,694
4,683
5,422
324
3,415
1,156
2,401
17,401
75,095
7,252
14,861
1,365
480
820
25,427
24,778
23,713
94
613
1,078
550
4,375
270
30,693
56,120
19,021
2,680
21,701
77,821
22,881
148
831
1,295
611
4,530
275
30,571
55,349
17,107
2,639
19,746
75,095
Note 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 154 to 205, which form an integral part of the consolidated financial statements.
These financial statements have been approved by the Directors.
The Board of Directors
1 March 2023
152
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
Consolidated cash flow statement
for the year ended 31 December
Net profit
Taxation
Share of net profit of joint ventures/associates and other income/(loss) from
non-current investments
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
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 rental payments
Repurchase of 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
-
Notes
5
24
17A
€ million
€ million
€ million
2022
8,269
2,068
(232)
157
493
10,755
1,946
(422)
(1,398)
(1,852)
2,828
(119)
203
(2,335)
177
(116)
10,089
(2,807)
7,282
287
(253)
(1,456)
82
(979)
4,622
(170)
266
185
(131)
2,453
(4,329)
(744)
(545)
7,776
(8,440)
(518)
(1,509)
(581)
(8,890)
845
3,387
(7)
4,225
2021
6,621
1,935
(282)
74
354
8,702
1,763
(47)
(458)
(307)
718
(183)
(61)
23
161
(53)
10,305
(2,333)
7,972
148
(232)
(1,108)
101
(2,131)
43
(142)
137
185
(247)
(3,246)
(4,483)
(488)
656
4,748
(3,550)
(464)
(3,018)
(500)
(7,099)
(2,373)
5,475
285
3,387
2020
6,073
1,923
(178)
(20)
505
8,303
2,018
680
(587)
1,125
142
(182)
(53)
60
108
(1)
10,933
(1,875)
9,058
169
(158)
(863)
89
(1,426)
39
(128)
51
188
558
(1,481)
(4,279)
(624)
722
3,117
(3,577)
(443)
–
(720)
(5,804)
1,773
4,116
(414)
5,475
(a) Other financing activities include cash paid for the purchase of non-controlling interests and dividends paid to minority interests.
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.
Unilever Annual Report and Accounts 2022 | Financial Statements
153
- Consolidated Financial Statements Unilever Group
1. Accounting information and
policies
Basis of consolidation
Group companies included in the consolidated financial statements for
2022 are PLC and all subsidiary undertakings, which are those entities
controlled by 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.
On 29 November 2020, the Unilever Group underwent a reorganisation
so that there were no longer two parent companies, Unilever N.V.
('NV') and Unilever PLC ('PLC'), but one parent company PLC. This
reorganisation is referred to as 'Unification' in the Group consolidated
financial statements.
Prior to 29 November 2020, the Group operated with two parent
companies, NV and PLC, who together with the group companies
operated as a single economic entity.
Company legislation and accounting standards
The consolidated financial statements have been prepared in
accordance with international financial reporting standards (IFRS)
as issued by the International Accounting Standards Board (IASB),
and UK-adopted international accounting standards. The consolidated
financial statements comply with The Companies Act 2006.
These financial statements are prepared under the historical cost
convention unless otherwise indicated.
Going concern
These financial statements have been prepared on a going
concern basis. The Group has considerable financial resources together
with established business relationships with many customers and
suppliers in countries throughout the world. The Directors also consider
the Group's overall financial position, exposure to principal risks and
future business forecasts. We describe in notes 15 to 18 on pages 181
to 196 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. As a consequence, the Group is well placed to manage its
business risks successfully for at least twelve months from the date of
approval of the financial statements.
Accounting 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’.
Accounting policies are included in the relevant notes to the
consolidated financial statements. These are presented as text
highlighted in grey on pages 154 to 205. The accounting policies
below are applied throughout the financial statements.
Foreign currencies
The consolidated financial statements are presented in euros. The
functional currency of PLC is pound sterling. 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 PLC is translated to euro using the
historical rate at the date the shares were issued (see note 15B on
page 182).
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
the functional currency of the parent entity, 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.
Compass Organisation
On 1 July 2022, Unilever implemented a new, more category-focused
operating model organised around five Business Groups. The company
replaced its previous matrix structure with distinct Business Groups:
Beauty & Wellbeing, Personal Care, Home Care, Nutrition, Ice Cream.
Each Business Group is fully responsible and accountable for its
strategy, growth, and profit delivery globally.
From 1 July 2022 the Group's segmental information is based on the five
Business Groups as this reflects how its performance will be monitored
and managed going forward. We have presented the full year and
comparative segmental information on this basis (note 2).
The Group has also revised its cash generating units (CGUs) to align
with the new Compass Organisation. In 2021, the Group had eleven
cash generating units based on the three Divisions by geography,
Health & Wellbeing and ekaterra. From 1 July 2022, the Group's CGUs
are based on the Compass Organisation structure of Business Units and
Global Business Units. For the purpose of impairment testing, goodwill
is allocated to groups of CGUs (GCGUs) which are based on the Business
Groups. Goodwill and indefinite-life intangible assets which were
previously allocated to the eleven CGUs for the purpose of impairment
testing have been reallocated to the GCGUs and CGUs respectively
(note 9) using a relative value approach.
Hyperinflationary economies
The Argentinian economy was designated as hyperinflationary from
1 July 2018 and the Turkish economy was designated as
hyperinflationary from 1 July 2022. 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
or the Turkish Lira. 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;
■ translation of income statement 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.
154
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
The main effects on the Group consolidated financial statements for
2022 are:
Critical accounting estimates and judgements
-
€ million
Total assets increase / (reduction)
Opening retained profit increase /
(reduction) (a)
Turnover increase / (reduction)
Operating profit increase / (reduction)
Net monetary gain / (loss)
Argentina Turkey Total
392
225
167
–
(2)
(33)
(184)
154
154
36
34
(6)
(39)
27
(157)
(a) The opening retained increase of €154 million reflects the impact of adjusting the
historical cost of non-monetary assets and liabilities from the date of their initial
recognition to 1 January 2022 for the effect of inflation.
Climate change
In preparing these consolidated financial statements we have
considered the impact of both physical and transition climate change
risks as well as our plans to mitigate against those risks on the current
valuation of our assets and liabilities. We do not believe that there is a
material impact on the financial reporting judgements and estimates
arising from our considerations and as a result the valuations of our
assets or liabilities have not been significantly impacted by these risks
as at 31 December 2022.
In coming to this conclusion we have reviewed each balance sheet
line item and identified those line items that have the potential to be
significantly impacted by climate-related risks and our plans to mitigate
against these risks. Those line items that have the potential to be
significantly impacted have then been reviewed in detail to confirm:
■ that the growth rates and projected cash flows, used in assessing
whether our goodwill and indefinite-life intangibles are impaired, are
consistent with our climate-related risk assumptions and the actions
we are taking to mitigate against those risks and
■ that the useful lives of our property, plant and equipment are
appropriate given the potential physical and obsolescence risks
associated with climate change and the actions we are taking to
mitigate against those risks.
In addition it should be noted that climate-related risks could affect
the financial position of our defined benefit pension plan assets. The
Trustees operate diversified investment strategies and are continuously
assessing investment risks. The Trustees consider climate risk as one of
the key investment risks and are continually evolving their investments
to lower the overall climate risk.
Our TCFD disclosures on pages 42 to 51 include the quantification of
climate-related risks on the basis of various scenarios for the years
2030, 2039 and 2050. The scenario assumptions are not based on our
view of the most likely assumptions and also do not include
any assumptions on the impact of actions that we would undertake to
mitigate against these climate-related risks, thus the quantifications
do not represent any type of financial forecast and thus are not directly
incorporated into any projections of long-term cash flows.
On the basis of these reviews we have not identified any significant
impact from climate-related risks on the Group’s going concern
assessment nor the viability of the Group over the next three years.
For many years Unilever has placed sustainability at the centre of its
strategy and has been working on becoming a more sustainable
business. This has included implementing hundreds of actions to help
mitigate and adapt against climate-related risks. The costs and benefits
of such actions are embedded into the cost structures of the business
and are not separately identifiable. None of these actions have
significantly impacted the value of the Group's assets or their useful
lives and whilst there is still much to do, our aim is to continue to reduce
our exposure to climate-related risks without impacting the value of the
Group’s assets. However we recognise that the climate emergency is
deepening and government policies are likely to evolve as a result of
commitments to limit global warning to 1.5°C and thus we will continue
to carefully monitor potential implications on the valuations of our
assets and liabilities that could arise in future years.
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:
■ 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.
Impairment risk in Russia – In 2022 the Russian business contributed
1.4% of the Group's turnover and 2% of the Group's net profit, and as
at 31 December 2022 had approximately €900 million of assets. While
the potential impacts of the war remain uncertain, there is a risk that
the operations in Russia are unable to continue, leading to a loss of
turnover, profit and a write-down of assets.
■
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 non-underlying items – certain items of
income or expense are presented separately as non-underlying
items. Management use judgement in assessing which items are non-
underlying in line with the Group's policies. These items 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.
In prior years, we disclosed all non-underlying items on the face of
the income statement. We have reviewed this treatment and will now
only disclose individually material items.
■ 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.
Accounting developments adopted by the Group
All standards or amendments to standards that have been issued by
the IASB and were effective by 1 January 2022 were not applicable or
material to Unilever. IFRS 17 ‘Insurance Contracts’ has been released
but is not yet adopted by the Group. The standard is effective from the
year ended 31 December 2023 and introduces a new model for
accounting for insurance contracts. We have reviewed existing
arrangements and concluded that IFRS 17 is not expected to be
material for Unilever. All other new standards or amendments that are
not yet effective that have been issued by the IASB are not applicable or
material to Unilever.
Unilever Annual Report and Accounts 2022 | Financial Statements
155
- Consolidated Financial Statements Unilever Group
2. Segment information
Segmental reporting
In 2022, the Group announced changes to its organisation structure. The changes were fully implemented from 1 July 2022, and as a result the
Group reassessed its operating segments from that date.
The Group has concluded that its operating and reportable segments are the five Business Groups of Beauty & Wellbeing, Personal Care, Home
Care, Nutrition and Ice Cream. Previously, segment reporting was done on the basis of three Divisions: Beauty & Personal Care, Home Care and
Foods & Refreshment. The comparative information has been reclassified to reflect the new reporting segments.
Beauty & Wellbeing
■ primarily sales of hair care (shampoo, conditioner, styling), skin care (face, hand and body moisturisers) and includes
Prestige Beauty and Health & Wellbeing.
Personal Care
■ primarily sales of skin cleansing (soap, shower), deodorant and oral care (toothpaste, toothbrush,
mouthwash) products.
Home Care
Nutrition
Ice Cream
Revenue
■ primarily sales of fabric care (washing powders and liquids, rinse conditioners) and a wide range of cleaning products.
■ primarily sales of scratch cooking aids (soups, bouillons, seasonings), dressings (mayonnaise, ketchup) and tea
products.
■ primarily ice cream products.
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 2022, 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.
Our segments are comprised of similar product categories. 8 categories (2021: 10; 2020: 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
Scratch Cooking Aids
Skin Cleansing
Deodorant
Skin Care
Dressings
Home & Hygiene
Tea*
Other
Segment
Home Care
Ice Cream
Beauty & Wellbeing
Nutrition
Personal Care
Personal Care
Beauty & Wellbeing
Nutrition
Home Care
Nutrition
* Tea includes ekaterra as well as the retained tea business.
2022
15%
13%
11%
10%
10%
8%
7%
6%
4%
3%
13%
2021
14%
13%
11%
10%
11%
7%
7%
6%
5%
5%
11%
2020
14%
13%
11%
10%
12%
8%
7%
6%
5%
6%
8%
156
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
2. Segment information continued
The Group operating segment information is provided based on five product areas: Beauty & Wellbeing, Personal Care, Home Care, Nutrition and
Ice Cream.
-
2022
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:
€ million
€ million
€ million
€ million
€ million
€ million
Notes
Beauty &
Wellbeing
Personal
Care
Home Care
Nutrition
Ice Cream
Total
12,250
13,636
12,401
13,898
7,888
60,073
2,154
2,264
1,064
4,497
3
138
415
280
(2,048)
2,292
2,679
1,344
2,449
1
3
4
196
776
143
919
4
10,755
(1,072)
9,683
208
Depreciation and amortisation
Share-based compensation and other non-cash charges(a)
282
43
350
55
327
36
349
51
417
33
1,725
218
Within non-underlying items:
Impairment and other non-cash charges(b)
2021
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(a)
Within non-underlying items:
Impairment and other non-cash charges(b)
2020
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:
49
259
152
87
60
607
10,138
11,763
10,572
13,104
6,867
52,444
2,135
2,336
1,294
2,104
102
2,237
4
169
2,505
6
123
1,417
7
421
2,525
170
833
119
952
4
8,702
934
9,636
191
256
46
368
56
304
44
413
69
405
34
1,746
249
1
12
12
17
16
58
9,082
1,743
109
1,852
3
12,042
10,460
12,486
6,654
50,724
2,568
171
2,739
4
1,243
2,033
276
332
1,519
2,365
5
161
716
176
892
2
8,303
1,064
9,367
175
3
3
Depreciation and amortisation
Share-based compensation and other non-cash charges(a)
308
32
405
45
369
41
485
52
451
33
2,018
203
Within non-underlying items:
Impairment and other non-cash charges(b)
18
20
35
37
40
150
(a) Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from non-
underlying activities.
(b) Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions.
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- Consolidated Financial Statements Unilever Group
2. Segment information continued
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 the
Unilever Leadership Executive (ULE).
Turnover and non-current assets for the country of domicile, the United States and India (being the two largest countries outside the home country)
and for all other countries are:
2022
Turnover
Non-current assets(a)
2021
Turnover
Non-current assets(a)
2020
Turnover
Non-current assets(a)
€ million
€ million
€ million
€ million
€ million
United
Kingdom
United
States
India
Others
Total
2,498
3,621
12,122
18,109
6,872
38,581
60,073
6,500
23,971
52,201
2,443
3,858
9,864
16,692
5,618
6,755
34,519
52,444
22,607
49,912
2,391
3,587
9,363
12,946
4,993
6,264
33,977
50,724
23,633
46,430
(a) 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. Goodwill is attributed to countries where 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 three geographical areas remain unchanged but AAR has been renamed to APA (Asia Pacific Africa) which better reflects the size of the
underlying businesses. Profit information by geography will no longer be published.
Asia Pacific Africa
The Americas
Europe
Total
€ million
2022
27,504
20,905
11,664
60,073
€ million
2021
24,264
16,844
11,336
52,444
€ million
2020
23,440
16,080
11,204
50,724
(a) Americas sales in North America were €13,000 million (2021: €10,627 million; 2020: €10,117 million) and in Latin America were €7,905 million (2021: €6,217 million; 2020:
€5,963 million).
The Group's turnover classified by markets is:
Emerging markets
Developed markets
€ million
2022
35,324
24,749
€ million
2021
30,407
22,037
€ million
2020
29,281
21,443
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on at arm’s length basis.
158
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Consolidated Financial Statements Unilever Group
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, patent costs
and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement
as incurred.
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 other items
within operating profit classified here due to their nature and/or frequency. 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(a)
Non-underlying items within operating profit before tax
Operating profit
€ million
2022
60,073
€ million
2021
52,444
€ million
2020
50,724
(35,906)
(30,259)
(28,684)
(3,787)
(3,995)
(26,360)
(1,764)
24,167
(14,484)
(7,821)
(6,663)
(908)
1,072
10,755
(3,313)
(3,678)
(21,799)
(1,469)
22,185
(12,549)
(6,873)
(5,676)
(847)
(934)
8,702
(3,104)
(3,696)
(20,400)
(1,484)
22,040
(12,673)
(7,091)
(5,582)
(800)
(1,064)
8,303
(a) From 2022, research and development costs include patent costs of €28 million. The prior year comparators have not been restated. Patent costs in 2021 and 2020 were
€27 million in each year.
Exchange losses within operating costs in 2022 are €(225) million (2021: nil; 2020: €45 million).
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-
Consolidated Financial Statements Unilever Group
3. Operating costs and non-underlying items continued
Non-underlying items
Non-underlying items within operating profit before tax
Acquisition and disposal-related costs(a)
Gain on disposal of group companies(b)
Restructuring costs(c)
Impairments(d)
Other(e)
Tax on non-underlying items within operating profit
Non-underlying items within operating profit after tax
Non-underlying items not in operating profit but within net profit before tax
Interest related to the UK tax audit of intangible income and centralised services
Net monetary gain/(loss) arising from hyperinflationary economies
Tax impact of non-underlying items not in operating profit but within net profit
Tax related to the separation of the Tea business
Taxes related to the reorganisation of our European business
Taxes related to share buyback as part of Unification
Taxes related to the UK tax audit of intangible income and centralised services
Hyperinflation adjustment for Argentina and Turkey deferred tax
Non-underlying items not in operating profit but within net profit after tax
Non-underlying items after tax(f)
Attributable to:
Non-controlling interest
Shareholders' equity
€ million
€ million
2022
1,072
(50)
2,335
(777)
(221)
(215)
273
1,345
(164)
(7)
(157)
(121)
(35)
–
–
(5)
(81)
(285)
1,060
(14)
1,074
2021
(934)
(332)
36
(632)
(17)
11
219
(715)
(64)
10
(74)
(41)
–
31
–
(29)
(43)
(105)
(820)
(30)
(790)
€ million
2020
(1,064)
(69)
8
(916)
–
(87)
272
(792)
(36)
(56)
20
(146)
–
(58)
(30)
(53)
(5)
(182)
(974)
(23)
(951)
(a) 2022 includes a charge of €42 million (2021: €196 million) relating to the disposal of the Tea business and other acquisition and disposal activities.
(b) 2022 includes a gain of €2,303 million related to the disposal of the Tea business (2021: nil). 2021 gain relates to several small disposals of brands in Nutrition. The 2020
gain relates to the disposal of a laundry bar business in Latin America.
(c) Restructuring costs are comprised of organisational change programmes and various technology and supply chain optimisation projects. This includes costs linked to
the implementation of the Compass Organisation for which costs are spread across 2022 and 2023. Management have used judgement to determine this is in line with
our policy.
(d) 2022 includes an impairment charge of €192 million relating to Dollar Shave Club (2021: nil) and write-downs of leased land and building assets.
(e) 2022 includes €89 million relating to a product recall and market withdrawal by The Laundress, €82 million relating to legal provisions for ongoing competition
investigations and €42 million of asset write-downs relating to our businesses in Russia and Ukraine. 2020 includes a charge of €87 million for litigation matters in
relation to investigations by national competition authorities including those in Turkey and France.
(f) 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.
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Consolidated Financial Statements Unilever Group
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 (a)
Asia Pacific Africa
The Americas
Europe
(a) Reduction in number of employees is primarily driven by disposal of ekaterra in 2022.
Key management compensation
Salaries and short-term employee benefits
Share-based benefits(a)
Of which: Executive Directors
Other(b)
Non-Executive Directors’ fees
-
€ million
2022
(5,857)
(587)
(396)
(177)
€ million
2021
(5,062)
(529)
(401)
(161)
€ million
2020
(5,051)
(519)
(419)
(108)
(7,017)
(6,153)
(6,097)
‘000
2022
73
38
27
138
‘000
2021
84
37
28
149
€ million
€ million
2022
(41)
(15)
(56)
(12)
(44)
(2)
(58)
2021
(29)
(10)
(39)
(8)
(31)
(2)
(41)
‘000
2020
83
38
29
150
€ million
2020
(28)
(5)
(33)
(6)
(27)
(2)
(35)
(a) Share-based benefits are expenses recognised for the period. Share-based benefits compensation on a vesting basis is €12 million (2021: €6 million; 2020: €10 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. Due to Compass
Organisation changes in 2022, compensation for ULE members are pro-rated based on time actively spent in a ULE role.
Details of the remuneration of Directors are given in the parts noted as audited in the Directors’ Remuneration Report on pages 109 and 131.
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- Consolidated Financial Statements Unilever Group
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 surplus or deficit.
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 82% 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 the Netherlands. In the UK, we
operate a career average defined benefit plan (with a salary limit for benefit accrual) which is closed to new entrants, 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 US. 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 plan 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 diversified, such that the failure of any single investment should not have a material impact on the
overall level of assets. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in
certain countries, inflation risk. There are no unusual entity or plan-specific risks to the Group. The plans invest a reducing proportion of assets
in equities and, for risk control, an increasing proportion in liability matching assets (bonds). There are also investments in property and other
alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. However, the portfolio
leverage is relatively low. 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 94% 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 2022
Other post-
employment
benefit plans
Defined benefit
pension plans
4.6 %
2.8 %
3.3 %
2.4 %
2.6 %
n/a
5.9 %
n/a
3.0 %
n/a
n/a
5.1 %
Defined benefit
pension plans
1 8 %.
2.6 %
2.3 %
2.5 %
2.7 %
n/a
31 December 2021
Other post-
employment
benefit plans
3.6 %
n/a
0.3 %
n/a
n/a
5.1 %
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 6% to the
long-term rate after 4 years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
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Consolidated Financial Statements Unilever Group
4B. Pensions and similar obligations continued
For the UK and Netherlands pension plans, representing approximately 65% of all defined benefit pension liabilities, the assumptions used at 31
December 2022 and 2021 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
2022
5.0 %
3.1 %
3.6 %
2.9 %
2.9 %
21.8
23.6
22.9
24.8
2021
1.9%
3.2%
3.7%
3.1%
3.1%
21.8
23.6
22.8
24.8
2022
3.7%
2.2%
2.7%
2.2%
2.2%
21.8
24.0
23.8
26.0
2021
1.1%
1.9%
2.4%
1.9%
1.9%
21.6
23.7
23.5
25.5
Demographic assumptions, such as mortality rates, are set 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 2022 above have been translated from the following tables:
UK: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2019 actuarial
valuation. Future improvements in longevity have been allowed for in line with the core CMI 2018 Mortality Projections Model with a 1% p.a. long-
term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2022 table is used with correction factors (2020) 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 impact from changes to the assumptions of 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:
Gross 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)(a)
Net impact on the income statement (before tax)
(a) This includes the impact of interest on asset ceiling.
Notes
€ million
2022
€ million
2021
€ million
2020
(186)
12
(11)
–
1
(212)
(396)
44
(352)
(228)
13
(15)
18
1
(190)
(401)
(10)
(411)
(223)
17
(37)
20
7
(203)
(419)
(9)
(428)
4A
5
Statement of comprehensive income
Amounts recognised in the statement of comprehensive income on the remeasurement of the surplus/(deficit).
Return on plan assets excluding amounts included in net finance income/(cost)
Change in asset ceiling excluding amounts included in finance 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
Total of defined benefit costs recognised in other comprehensive income
€ million
2022
(6,483)
(184)
(24)
6,914
(760)
(537)
€ million
€ million
2021
1,958
(17)
(4)
342
126
2,405
2020
1,494
2
246
(1,414)
(78)
250
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163
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Consolidated Financial Statements Unilever Group
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 surplus/(deficit)
Irrecoverable surplus(a)
Surplus/(deficit)
Of which in respect of:
Funded plans in surplus:
Liabilities
Assets
Aggregate surplus
Irrecoverable surplus(a)
Surplus/(deficit)
Funded plans in deficit:
Liabilities
Assets
Surplus/(deficit)
Unfunded plans:
Pension liability
€ million 2022
Other post-
employment
benefit plans
Pension plans
€ million 2021
Other post-
employment
benefit plans
Pension plans
19,361
(16,199)
3,162
(234)
2,928
(12,030)
16,524
4,494
(234)
4,260
(3,417)
2,837
(580)
6
(365)
(359)
–
(359)
–
–
–
–
–
(39)
6
(33)
26,686
(23,219)
3,467
(50)
3,417
(18,071)
23,240
5,169
(50)
5,119
(4,245)
3,446
(799)
7
(431)
(424)
–
(424)
–
–
–
–
–
(39)
7
(32)
(752)
(326)
(903)
(392)
(a) A surplus is deemed recoverable to the extent that the Group is able to 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
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.
Movements in assets during the year:
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 interest expenses
Interest income(a)
Employer contributions
Benefit payments
Other
Currency retranslation
31 December
(a) This includes the impact of interest on asset ceiling.
Rest of
€ million
UK Netherlands
world
2022 Total
UK Netherlands
14,332
6,099
6,212
26,643
12,499
5,587
1
–
–
–
11
–
12
–
–
–
–
–
Rest of
world
5,920
13
–
€ million
2021 Total
24,006
13
–
(4,870)
(668)
(945)
(6,483)
1,092
560
306
1,958
–
264
66
(511)
–
(578)
8,704
–
66
8
(184)
(184)
166
229
496
303
–
181
100
–
39
72
(17)
124
222
(17)
344
394
(161)
(512)
(1,184)
(501)
(159)
(475)
(1,135)
(1)
–
(1)
110
(2)
(468)
–
961
–
–
(47)
166
5,343
5,086
19,133
14,332
6,099
6,212
(47)
1,127
26,643
164
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
4B. Pensions and similar obligations continued
Movements in liabilities during the year:
-
1 January
Gross 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
Other
Currency retranslation
31 December
Movements in (deficit)/surplus during the year:
Rest of
€ million
Rest of
€ million
UK Netherlands
world
2022 Total
UK Netherlands
world
2021 Total
(11,453)
(4,937)
(7,260)
(23,650)
(11,148)
(5,060)
(7,511)
(23,719)
(86)
(4)
–
–
–
–
–
–
(96)
(11)
–
1
(186)
(11)
–
1
(127)
(4)
–
(1)
–
–
–
–
(97)
(15)
19
1
(228)
(15)
18
1
(210)
(54)
(188)
(452)
(161)
(35)
(158)
(354)
1
(50)
25
(24)
(2)
(6)
4
(4)
4,196
1,527
1,191
6,914
(276)
511
–
479
(377)
161
–
–
(107)
512
15
(74)
(760)
1,184
15
405
225
95
501
–
(835)
(23)
140
342
32
159
–
–
(1)
475
48
126
1,135
48
(165)
(1,000)
(6,838)
(3,734)
(5,992)
(16,564)
(11,453)
(4,937)
(7,260)
(23,650)
1 January
Gross 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)
Change in asset ceiling excluding
amounts included in interest expenses
Interest cost
Interest income(a)
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
Other
Currency retranslation
31 December
Rest of
€ million
Rest of
€ million
UK Netherlands
world
2022 Total
UK Netherlands
world
2021 Total
2,879
1,162
(1,048)
2,993
(86)
(4)
1
–
–
–
–
–
–
–
(96)
11
(11)
–
1
(186)
12
(11)
–
1
1,351
(127)
527
(4)
–
–
(1)
–
–
–
–
–
(1,591)
(97)
13
(15)
19
1
287
(228)
13
(15)
18
1
(4,870)
(668)
(945)
(6,483)
1,092
560
306
1,958
–
(210)
264
1
–
(54)
66
(50)
(184)
(188)
166
(184)
(452)
496
–
(161)
181
25
(24)
(2)
–
(35)
39
(6)
(17)
(158)
124
(17)
(354)
344
4
(4)
4,196
1,527
1,191
6,914
(276)
(377)
66
–
–
(99)
8
–
(1)
–
(107)
229
–
14
36
(760)
303
–
13
(63)
1,866
1,609
(906)
2,569
225
95
100
–
–
126
2,879
(23)
140
32
72
–
–
–
(1)
222
–
1
1
1,162
(1,048)
342
126
394
–
1
127
2,993
(a) This includes the impact of interest on asset ceiling.
The actual return on plan assets during 2022 was €(5,987) million, being €(6,483) million of asset returns and €496 million of interest income shown
in the tables above (2021: €2,302 million).
The experience has been more in absolute terms than seen in previous few years as the impact of high in-year inflation feeds into benefit costs and
liabilities.
Movements in irrecoverable surplus during the year:
UK Netherlands
world
2022 Total
UK Netherlands
world
2021 Total
Rest of
€ million
Rest of
€ million
1 January
Interest income
Change in irrecoverable surplus in excess
of interest
Currency retranslations
31 December
–
–
–
–
–
–
–
–
–
–
(50)
2
(184)
(2)
(234)
(50)
2
(184)
(2)
(234)
–
–
–
–
–
–
–
–
–
–
(26)
(2)
(17)
(5)
(50)
Unilever Annual Report and Accounts 2022 | Financial Statements
(26)
(2)
(17)
(5)
(50)
165
-
Consolidated Financial Statements Unilever Group
4B. Pensions and similar obligations continued
The duration of the principal defined benefit plan liabilities (representing 94% 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
UK Netherlands
15
13
8%
8%
31%
61%
38%
54%
Rest of
world(a)
11
19%
14%
67%
2022 Total
4 to 18
11%
28%
61%
UK Netherlands
18
18
12%
12%
36%
52%
43%
45%
Rest of
world(a)
12
20%
17%
63%
2021 Total
7 to 21
14%
33%
53%
(a) Rest of world numbers shown are weighted averages by liabilities.
Plan assets
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 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
Derivatives
UK Netherlands
8,704
5,343
284
61
160
63
5,757
3,795
871
1,091
500
930
225
1,341
–
(333)
983
165
604
214
3,269
1,297
530
1,442
90
422
–
325
–
254
€ million
31 December 2022
Rest of
world
5,314
1,363
440
594
329
2,696
1,215
905
576
40
387
76
317
417
18
2022 Total
UK Netherlands
19,361
14,332
6,099
2,630
666
1,358
606
11,722
6,307
2,306
3,109
630
1,739
301
1,983
417
(61)
1,714
352
1,030
332
8,875
6,243
1,160
1,472
424
1,021
381
1,823
–
94
1,676
271
1,001
404
3,353
1,179
537
1,637
77
517
–
322
–
154
€ million
31 December 2021
Rest of
world
6,255
2021 Total
26,686
1,835
569
829
437
3,176
1,396
1,109
671
17
356
75
359
421
16
5,225
1,192
2,860
1,173
15,404
8,818
2,806
3,780
518
1,894
456
2,504
421
264
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 over 100% for both
interest rate and inflation for the UK plan and approximately 60% for interest rate and approximately 20% for inflation for the Netherlands plan at
year end. Foreign currency exposures, in part, are also hedged by the use of forward foreign exchange contracts. Assets included in the Other
category are cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to €1 million (0.003% of total plan assets) and €1 million (0.002% of total plan assets) at 31
December 2022 and 2021 respectively. Property includes property occupied by Unilever amounting to €77 million and €74 million at 31 December
2022 and 2021 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to €39 million (2021: €38 million) to fund pension and similar
obligations in the US (see also note 17A on page 194).
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(a)
Change in assumption
Increase by 0.5%
Increase by 0.5%
Increase by 1 year
Increase by 1.0%
Change in liabilities
UK
-6 %
4 %
4 %
n/a
Netherlands
-7 %
7 %
4 %
n/a
Total
-6 %
5 %
4 %
3 %
(a) Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities.
A decrease in each assumption would have a comparable and opposite impact on liabilities.
166
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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
Defined Contribution
Benefits paid by the Company in respect of unfunded plans:
Defined Benefit
Group cash flow in respect of pensions and similar benefits
€ million
€ million
2023 Estimate
2022
€ million
2021
€ million
2020
180
225
130
535
176
212
127
515
286
190
108
584
266
203
132
601
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
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 2022, 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 109 to 131 and those for key
management shown in note 4A on page 161. 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
€ million
€ million
2022
(168)
(9)
(177)
2021
(150)
(11)
(161)
2020
(98)
(10)
(108)
Performance share awards are made in respect of the Performance Share Plan (PSP). Awards for the Global Share Incentive Plan (GSIP) were last
made in February 2018 and vested in February 2021. Awards for MCIP were last made in 2020 and will vest in 2024. No further MCIP or 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 109 to 131).
The MCIP allowed 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. From 2021, under the PSP, Unilever’s managers receive
annual awards of PLC shares. The performance measures for MCIP and PSP are underlying sales growth, underlying EPS growth, underlying return
on invested capital and sustainability progress index for the Group. MCIP awards made will vest after 4 years, while PSP awards vest after 3 years.
A summary of the status of the Performance Share Plans as at 31 December 2022, 2021 and 2020 and changes during the years ended on these
dates is presented below:
Outstanding at 1 January
Awarded
Vested
Forfeited
Outstanding at 31 December
Share award value information
Fair value per share award during the year
2022
Number
of shares
2021
Number
of shares
2020
Number
of shares
14,318,564
11,371,436
11,137,801
10,032,321
7,667,929
4,395,633
(3,101,598)
(3,425,232)
(3,240,738)
(3,325,397)
(1,295,569)
(921,260)
17,923,890
14,318,564
11,371,436
2022
2021
2020
€41.56
€47.64
€43.91
Additional information
At 31 December 2022, shares in PLC totalling 18,842,270 (2021: 15,370,746) were outstanding in respect of share-based compensation plans of PLC
and its subsidiaries, including North American plans.
At 31 December 2022, the employee share ownership trust held 2,727,097 (2021: 4,453,244) PLC shares and PLC and its subsidiaries held 327,303
(2021: 847,914) PLC shares which are held as treasury shares.
Unilever Annual Report and Accounts 2022 | Financial Statements
167
- Consolidated Financial Statements Unilever Group
4C. Share-based compensation plans continued
The book value of €282 million (2021: €388 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based
compensation plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2022 was €144 million
(2021: €250 million).
Shares held to satisfy awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the
purchase price of the shares held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged
to reserves.
Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), nil shares were granted, 1,862,484 shares
vested and 777,139 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(a)
Interest on lease liabilities
Net gain/(loss) on transactions for which hedge accounting is not applied(b)
On foreign exchange derivatives
Exchange difference on underlying items
Finance income
Pensions and similar obligations
Net finance costs before non-underlying items(c)
Interest related to the UK tax audit of intangible income and centralised
services
Notes
4B
3
€ million
€ million
€ million
2022
(811)
(44)
(666)
(72)
(29)
123
(152)
281
44
(486)
(7)
(493)
2021
(501)
(34)
(402)
(72)
7
(68)
75
147
(10)
(364)
10
(354)
2020
(672)
(32)
(533)
(82)
(25)
275
(300)
232
(9)
(449)
(56)
(505)
(a)
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 €(20) million (2021: €(19) million) relating to unwinding of discount on deferred consideration for
acquisitions.
(b) For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.
(c) See note 3 for explanation of non-underlying items.
168
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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
2022
€ million
2021
€ million
2020
(2,206)
(61)
(2,267)
153
28
18
199
(2,399)
245
(2,154)
189
15
15
219
(2,128)
(154)
(2,282)
344
(19)
34
359
(2,068)
(1,935)
(1,923)
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(a)
Differences between computed rate of tax and effective tax rate due to:
% 2022
25
% 2021
24
% 2020
23
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(b)
Taxes related to the UK tax audit of intangible income and centralised services(b)
Taxes related to the reorganisation of our European business(b)
Impact of ekaterra disposal(b)
Hyperinflation adjustment for Argentina and Turkey deferred tax(b)
Effective tax rate
(2)
2
1
1
–
(1)
(2)
24
1
–
–
(6)
1
20
(2)
2
1
1
(1)
–
(2)
23
–
–
(1)
–
1
23
(2)
2
1
1
(1)
–
(1)
23
–
1
1
–
–
25
(a) 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.
(b) 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 €905 million (2021: €858 million). This includes €374 million (2021: €282 million) related to
the Horlicks intangible amortisation in India on which no interest is relevant as the cash tax has been paid. The effective tax rate has been
significantly reduced by the impact of the Tea business disposal which 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,
the implementation of the OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of
our business.
Unilever Annual Report and Accounts 2022 | Financial Statements
169
- Consolidated Financial Statements Unilever Group
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.
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Movements in 2022 and 2021
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
Lease liability
Right of use asset
Other(a)
As at 1
January
2022
(654)
726
(3,448)
(600)
172
(60)
2
166
295
(244)
580
(3,065)
Income
statement
(44)
12
135
(60)
100
(11)
6
18
(55)
42
56
199
As at 31
December
2022
(613)
741
Other
85
3
As at 1
January 2021
Income
Statement
80
698
(535)
(3,848)
(2,734)
(40)
(41)
29
28
10
(3)
1
3
(700)
231
(42)
36
194
237
(201)
639
(641)
190
(52)
45
146
294
(244)
526
As at 31
December
2021
(654)
726
Other
(661)
39
(963)
(3,448)
8
(16)
(27)
(44)
13
17
(21)
63
(600)
172
(60)
2
166
295
(244)
580
(73)
(11)
249
33
(2)
19
1
7
(16)
21
(9)
(460)
(3,326)
(1,692)
219
(1,592)
(3,065)
(a) The deferred tax-other includes the recognition of an asset of €311 million (2021: €345 million) relating to the impact of the expected outcome of the Mutual
Agreement Procedure which Unilever applied for following the conclusion of the UK tax audit for the tax years 2011-2018.
At the balance sheet date, the Group had unused tax losses of €1,352 million (2021: €4,649 million) and tax credits amounting to €893 million (2021:
€785 million) available for offset against future taxable profits. Of the reduction in unused tax losses €3,356 million relates to liquidation of the
entity concerned. Deferred tax assets have not been recognised in respect of unused tax losses of €668 million (2021: €4,247 million) and tax credits
of €448 million (2021: €418 million), as it is not probable that there will be future taxable profits within the entities against which the losses and
credits can be utilised. Of these losses, €196 million (2021: €254 million) have expiry dates, being corporate income tax losses in the US, Korea and
China which expire between now and 2038.
Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning
strategies to utilise the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against
which the losses can be utilised. Profit forecasts used are consistent with those used in other areas of the business.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of €269 million (2021: €1,651 million) as it is not
expected they will be utilised. Of these differences, €199 million (2021: €1,583 million) relates to limitation on the deduction of interest expenses.
There is no expiry date for these differences. Of the reduction, €1,387 million relates to liquidation of the entity concerned.
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 €2,420 million (2021: €2,247 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
Lease liability
Right of use asset
Other
Of which deferred tax to be recovered/(settled) after more than 12 months
€ million
€ million
€ million
€ million
€ million
€ million
Assets
2022
Assets
2021
Liabilities
2022
Liabilities
2021
Total 2022
Total 2021
195
489
105
(93)
188
1
–
51
102
(92)
103
1,049
700
322
426
453
(66)
148
(15)
5
38
142
(119)
131
1,465
1,194
(808)
252
(976)
300
(613)
741
(654)
726
(3,953)
(3,901)
(3,848)
(3,448)
(607)
(534)
(700)
(600)
43
(43)
36
143
135
(109)
536
24
(45)
(3)
128
153
(125)
449
231
(42)
36
194
237
(201)
639
172
(60)
2
166
295
(244)
580
(4,375)
(4,530)
(3,326)
(3,065)
(4,492)
(4,684)
(3,792)
(3,490)
170
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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 2022 and 2021
Gains/(losses) on:
Equity instruments at fair value through other comprehensive income
Cash flow hedges
Remeasurement of defined benefit pension plans
Currency retranslation gains/(losses)
7. Combined earnings per share
€ million
€ million
€ million
€ million
€ million
€ million
Tax
(charge)/
credit
2022
Before tax
2022
After tax
2022
Before tax
2021
Tax
(charge)/
credit
2021
After tax
2021
31
(121)
(537)
547
(80)
5
30
64
67
166
36
(91)
(473)
614
86
178
291
2,405
1,237
4,111
(12)
(12)
(671)
(60)
(755)
166
279
1,734
1,177
3,356
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 plans by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted average number of
ordinary shares. 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(a)
Average number of shares: PLC
NV
Less: treasury shares held by employee share trusts and companies
Average number of shares – used for basic earnings per share
Add: dilutive effect of share-based compensation plans
Diluted average number of shares – used for diluted and underlying earnings per share
€
2022
3.00
2.99
2.57
2022
2,629.2
0.0
(81.0)
2,548.2
11.6
2,559.8
€
2021
2.33
2.32
2.62
€
2020
2.13
2.12
2.48
Millions of share units
2021
2,629.2
0.0
(29.3)
2,599.9
9.7
2,609.6
2020
1,351.1
1,278.1
(8.9)
2,620.3
9.5
2,629.8
(a)
In the calculation of the weighted average number of share units, NV shares were included only for the period they were issued (until 29 November 2020). Following
Unification, all NV shares were cancelled and the shareholders of NV were issued PLC ordinary shares on a 1:1 ratio. Accordingly, there was no significant impact on the
average number of share units as a result of Unification.
Calculation of earnings
Net profit
Non-controlling interests
Net profit attributable
earnings per share
to shareholders’ equity – used fo r basic and diluted
Post-tax impact of non-underlying items
Underlying profit attributable to shareholders’ equity – used for underlying
earnings per share
€ million
€ million
€ million
Notes
3
2022
8,269
(627)
7,642
(1,074)
2021
6,621
(572)
6,049
790
2020
6,073
(492)
5,581
951
6,568
6,839
6,532
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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
PLC dividends
NV dividends
€ million
2022
(4,356)
–
2021
(4,458)
–
€ million
€ million
(4,356)
(4,458)
2020
(1,911)
(2,389)
(4,300)
Four quarterly interim dividends were declared and paid during 2022, totalling £1.45 (2021: £1.48) per PLC ordinary share.
A quarterly dividend of €1,086 million (2021: €1,137 million) was declared on 9 February 2023, to be paid in March 2023; £0.38 per PLC ordinary share
(2021: £0.36). Total dividends declared in relation to 2022 were £1.48 (2021: £1.46) 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 (CGUs) are created, and if not, is allocated to the Group’s CGUs, or groups of CGUs (GCGUs) in line with the structure detailed below. These
might not always be the same as the CGUs or GCGUs that include the assets and liabilities of the acquired 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.
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.
Cash generating units
For impairment testing purposes, the Group’s assets are grouped into Cash Generating Units (CGUs) which are the smallest identifiable group of
assets that generates largely independent cash inflows. From 1 July 2022, the Group has revised its CGUs to align with the Compass organisation
structure of Business Units and Global Business Units.
For the purpose of impairment testing, Goodwill is allocated to groups of CGUs (GCGUs) which are based on the five Business Groups since the
synergies acquired through a business combination benefit a Business Group as a whole rather than a specific Business Unit or Global Business
Unit. Cash inflows relating to indefinite-life intangible assets are identifiable at Business Unit or Global Business Unit level and are therefore
allocated to individual CGUs.
Impairment Review
The impairment test is performed by comparing the carrying value of the CGUs or GCGUs with their recoverable value. The recoverable value
is primarily based on value in use but also considers fair value less costs of disposal where relevant. Any impairment is charged to the income
statement as it arises.
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Consolidated Financial Statements Unilever Group
9. Goodwill and intangible assets continued
€ million
Movements during 2022
Cost
1 January 2022
Additions through business combinations(a)
Disposal of businesses
Reclassification to held for sale
Additions
Disposals and other movements
Hyperinflationary adjustment
Currency retranslation
31 December 2022
Accumulated amortisation and impairment
1 January 2022
Amortisation/impairment for the
year
Disposals and other movements
Currency retranslation
31 December 2022
Net book value 31 December 2022(b)
€ million
Movements during 2021
Cost
1 January 2021
Additions through business combinations
Disposal of businesses
Reclassification to held for sale(c)
Additions
Disposals and other movements
Hyperinflationary adjustment
Currency retranslation
31 December 2021
Accumulated amortisation and impairment
1 January 2021
Amortisation/impairment for the year
Disposals and other movements
Currency retranslation
31 December 2021
Net book value 31 December 2021
-
Goodwill
Indefinite-life
intangible assets
Finite-life intangible assets
Software
Other
Total
21,489
17,681
3,189
1,114
585
(16)
–
–
–
116
592
22,766
(1,159)
–
1
1
(1,157)
21,609
603
(4)
(25)
–
(2)
17
246
18,516
(211)
(146)
–
7
–
(3)
(4)
251
(24)
–
(92)
–
–
–
2
(5)
–
26
43,473
1,188
(23)
(29)
253
(31)
133
772
3,317
1,137
45,736
(2,609)
(216)
32
63
(903)
(93)
5
(19)
(4,882)
(455)
38
52
(350)
(2,730)
(1,010)
(5,247)
18,166
587
127
40,489
Goodwill
Indefinite-life
intangible assets
Finite-life intangible assets
Software
Other
Total
20,118
741
(2)
(534)
–
(18)
96
1,088
21,489
15,420
1,753
–
(362)
–
–
7
863
17,681
2,819
1,074
–
–
(7)
229
(44)
–
192
1
–
–
2
(3)
–
40
3,189
1,114
(1,176)
(211)
(2,282)
–
18
(1)
(1,159)
20,330
–
1
(1)
(222)
48
(153)
(211)
(2,609)
17,470
580
(821)
(52)
2
(32)
(903)
211
39,431
2,495
(2)
(903)
231
(65)
103
2,183
43,473
(4,490)
(274)
69
(187)
(4,882)
38,591
(a)
Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2022 as well as subsequent changes in the fair value of goodwill and
intangibles for the acquisitions made in 2021 where the initial acquisition accounting was provisional at the end of 2021. See note 21 for further details.
(b) Within indefinite-life intangible assets there are five existing brands that have a significant carrying value: Horlicks €2,759 million (2021: €2,898 million), Knorr €1,839
million (2021: €1,803 million), Paula's Choice €1,764 million (2021: €1,660 million), Carver Korea €1,456 million (2021: €1,452 million) and Hellmann’s €1,261 million
(2021: €1,196 million).
(c) Goodwill and intangibles in relation to ekaterra amounting to €899 million were reclassified as held for sale.
Unilever Annual Report and Accounts 2022 | Financial Statements
173
- Consolidated Financial Statements Unilever Group
9. Goodwill and intangible assets continued
Significant CGUs
The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of
goodwill and indefinite-life intangible as at 31 December 2022.
Beauty & Wellbeing
Personal Care
Home Care
Nutrition
Ice Cream
Total GCGUs
Nutrition South Asia
Nutrition Europe, ANZ & METU
Nutrition North America
Prestige
Beauty & Wellbeing North Asia
Health & Wellness
Total Significant CGUs
Others(a)
Total CGUs
(a) Included within Others are individually insignificant amounts of intangible assets.
Key assumptions
2022 GCGUs
€ billion
Goodwill
4.9
4.1
0.9
8.3
3.4
21.6
2022 CGUs
€ billion
Indefinite- life
intangible assets
3.3
1.4
1.0
2.8
1.5
1.6
11.6
6.6
18.2
In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the
present value of projected future cash flows. Each GCGU's value in use is based on the aggregated value in use of the CGUs grouped under the
respective GCGU.
Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for
the five years are based on past performance and on the Group’s three-year strategic plan, de-risked to ensure reasonability and extended to
years four and five. The Group's three-year strategic plan factors in initiatives we are undertaking to reduce carbon emissions in line with our CTAP
and impacts of climate change on our operational costs. The growth rates used in this exercise for GCGUs and significant CGUs are set out below:
For the year 2022
Group of CGUs
Longer-term sustainable growth rates
Average near-term nominal growth rates
Beauty &
Wellbeing
3%
6%
Personal Care
Home Care
Nutrition
Ice Cream
3%
3%
4%
4%
3%
5%
3%
6%
For the year 2022
Longer-term sustainable growth rates
Average near-term nominal growth rates
Nutrition South
Asia
Nutrition
Europe, ANZ &
METU
Nutrition North
America
7%
7%
2%
2%
2%
4%
Prestige
2%
11%
Beauty &
Wellbeing
North Asia
4%
3%
Health &
Wellness
2%
17%
The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own
three-year average growth projection and external forecasts for the relevant market.
In 2022, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined
based on the weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across
different markets, the CGU discount rates are in the range 7.4% – 11.8% (2021: 6.4% – 7.6%).
There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.
Impairment of Dollar Shave Club (DSC)
DSC is a male grooming business offering a monthly membership subscription service which regularly delivers razors and other grooming products
directly to consumers by mail, and direct-selling through retail channels. The Group purchased DSC in 2016 and in 2022 it was identified as a CGU
following the changes in our CGU structure (see note 1).
As part of the 2022 annual impairment review in line with the process noted above, the group determined that the carrying value of DSC exceeded
its recoverable amount and a total impairment of €192 million was recognised.
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Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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 and useful lives are reviewed at least annually. The review of residual values and useful lives have taken into
consideration the impacts of climate change and the actions we undertake to mitigate and adapt against these climate-related risks and there
is no material impact on the income statement for this year. 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
Leased assets
40 years
40 years (or life of lease if less)
2-20 years years
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 2022
Cost
1 January 2022
Additions through business combinations
Additions
Disposals and other movements
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2022
Accumulated depreciation
1 January 2022
Depreciation charge for the year
Disposals and other movements
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2022
Net book value 31 December 2022(a)
Includes capital expenditures for assets under construction
(a)
Includes €504 million of freehold land.
Notes
10A
10B
€ million
€ million
2022
9,416
1,354
10,770
2021
8,833
1,514
10,347
€ million
Land and
buildings
€ million
Plant and
equipment
€ million
Total
4,266
14,462
18,728
–
391
(80)
152
(11)
(10)
–
1,065
(858)
536
(56)
(41)
–
1,456
(938)
688
(67)
(51)
4,708
15,108
19,816
(1,508)
(120)
66
(36)
6
(7)
(1,599)
3,109
104
(8,387)
(897)
762
(287)
18
(10)
(8,801)
6,307
960
(9,895)
(1,017)
828
(323)
24
(17)
(10,400)
9,416
1,064
The Group has commitments to purchase property, plant and equipment of €356 million (2021: €386 million).
Unilever Annual Report and Accounts 2022 | Financial Statements
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- Consolidated Financial Statements Unilever Group
10A. Owned Assets continued
Movements during 2021
Cost
1 January 2021
Additions through business combinations
Additions
Disposals and other movements
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2021
Accumulated depreciation
1 January 2021
Depreciation charge for the year
Disposals and other movements
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2021
Net book value 31 December 2021(a)
Includes capital expenditures for
assets under construction
(a)
Includes €380 million of freehold land.
10B. Leased assets
Movements during 2022
Cost
1 January 2022
Additions through business combinations
Additions
Disposals and other movements
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2022
Accumulated depreciation
1 January 2022
Depreciation charge for the year
Disposals and other movements
Reclassification as held for sale
Currency retranslation
31 December 2022
Net book value 31 December 2022
€ million
Land and
buildings
€ million
Plant and
equipment
€ million
Total
18,508
3
1,108
(900)
155
(862)
716
14,305
2
1,008
(764)
109
(731)
533
14,462
18,728
(8,159)
(905)
650
(50)
398
(321)
(8,387)
6,075
881
(9,599)
(1,042)
743
(56)
444
(385)
(9,895)
8,833
974
4,203
1
100
(136)
46
(131)
183
4,266
(1,440)
(137)
93
(6)
46
(64)
(1,508)
2,758
93
€ million
Land and
buildings
€ million
Plant and
equipment
€ million
Total
2,667
–
281
(303)
3
1
6
2,655
(1,461)
(322)
205
2
(4)
(1,580)
1,075
661
–
111
(108)
–
–
(14)
650
(353)
(118)
91
–
9
(371)
279
3,328
–
392
(411)
3
1
(8)
3,305
(1,814)
(440)
296
2
5
(1,951)
1,354
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Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
10B. Leased Assets
Movements during 2021
Cost
1 January 2021
Additions through business combinations
Additions
Disposals and other movements
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2021
Accumulated depreciation
1 January 2021
Depreciation charge for the year
Disposals and other movements
Reclassification as held for sale
Currency retranslation
31 December 2021
Net book value 31 December 2021
-
€ million
Land and
buildings
€ million
Plant and
equipment
€ million
Total
2,639
4
263
(259)
(18)
(61)
99
2,667
(1,311)
(307)
177
33
(53)
(1,461)
1,206
768
–
110
(245)
–
(3)
31
661
(447)
(123)
233
2
(18)
(353)
308
3,407
4
373
(504)
(18)
(64)
130
3,328
(1,758)
(430)
410
35
(71)
(1,814)
1,514
Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse
facilities and office space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of €105 million (2021: €96 million) for short-term leases and €74 million (2021: €71
million) on leases for low-value assets.
During the year, the Group recognised income of €12 million (2021: €16 million) from sublet properties.
The total cash outflow relating to leases was €590 million (2021: €535 million).
Lease liabilities are shown in note 15 on pages 181 and 183.
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.
Interest in net assets of joint ventures
Interest in net assets of associates
Long-term trade and other receivables(a)
Other non-current assets(b)
(a)
(b)
Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
Includes direct tax assets, withholding tax assets, interest on tax assets and contingent assets.
€ million
€ million
2022
65
19
520
338
942
2021
37
23
499
415
974
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177
- Consolidated Financial Statements Unilever Group
11. Other non-current assets continued
Movements during 2022 and 2021
Joint ventures(a)
1 January
Additions
Dividends received/reductions
Share of net profit/(loss)
Currency retranslation
31 December
Associates
1 January
Additions
Dividend received/reductions
Share of net profit/(loss)
Currency retranslation
31 December
€ million
2022
€ million
2021
37
3
(189)
213
1
65
23
6
(4)
(5)
(1)
19
29
2
(171)
176
1
37
34
7
(32)
15
(1)
23
(a) Our principal joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi
Lipton International Ltd for the rest of the world.
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 203.
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
Provision for inventories
1 January
Charge to income statement
Reduction/(releases)
Currency translations
Others(a)
31 December
€ million
€ million
2022
2,062
4,248
6,310
(379)
5,931
2021
1,598
3,393
4,991
(308)
4,683
€ million
€ million
2022
308
164
(66)
(12)
(15)
379
2021
284
65
(56)
9
6
308
(a) Others include the amount relating to the acquisition/disposal of businesses and transfers.
Inventories with a value of €189 million (2021: €163 million) are carried at net realisable value, this being lower than cost. During 2022, a total
expense of €407 million (2021: €281 million) was recognised in the income statement for inventory write-downs and losses.
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ever Annual Report and Accounts 2022 | Financial Statements
-
Consolidated Financial Statements Unilever Group
13. Trade and other current receivables
Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently, except for
derivatives (see note 16 on page 186), 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
Prepayments and accrued income
Other receivables
€ million
2022
€ million
2021
4,544
969
1,543
7,056
3,582
492
1,348
5,422
Included within trade receivables are discounts due to our customers of €2,436 million (2021: €2,126 million). Other receivables comprise financial
assets of €317 million (2021: €354 million) and non-financial assets of €1,226 million (2021: €994 million). Financial assets include supplier and
customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €753 million (2021:
€598 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
€ million
2022
3,919
498
96
69
150
4,732
(188)
4,544
2021
3,070
470
75
44
124
3,783
(201)
3,582
The total impairment provision includes €188 million (2021: €201 million) for current trade receivables, €22 million (2021: €22 million) for other
current receivables and €68 million (2021: €63 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
Currency translations
31 December
€ million
€ million
2022
286
27
(44)
4
5
278
2021
276
35
(31)
(3)
9
286
Uni
lever Annual Report and Accounts 2022 | Financial Statements
179
- Consolidated Financial Statements Unilever Group
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; and
■ 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; and
■ 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
Accruals
Social security and sundry taxes
Deferred consideration
Others
Non-current: due after more than one year
Accruals
Deferred consideration
Others
€ million
2022
€ million
2021
11,100
5,232
626
78
987
18,023
141
102
27
270
8,896
4,429
447
44
1,045
14,861
91
152
32
275
Total trade payables and other liabilities
18,293
15,136
Included within trade payables and other liabilities are discounts due to our customers of €2,121 million (2021: €1,878 million).
Included within others are IT and consulting services.
Deferred consideration
At 31 December 2022, the total balance of deferred consideration for acquisitions is €180 million (2021: €196 million), which includes contingent
consideration of €164 million (2021: €180 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) until 2025, with a maximum
contractual amount of €575 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 2022 and 31 December 2021, all such liabilities were classified as trade payables.
180
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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.
Share-based compensation
The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in
note 4C on pages 167 and 168.
Unification reserve
The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification.
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
An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see
note 4C). The assets and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial
statements. The book value of shares held is deducted from other reserves, and the trust’s borrowings are included in the Group’s liabilities. The
costs of the trust are included in the results of the Group. The shares held by the trust and group companies 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 the income statement. Put options are initially recognised at the present value of the expected gross obligation, with
changes in value being recognised in the income statement. Other financial liabilities, which includes put options, 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 186; 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 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.
Unilever Annual Report and Accounts 2022 | Financial Statements
181
- Consolidated Financial Statements Unilever Group
15A. Share capital
Unilever PLC
PLC ordinary shares of
31/9 p each(a)
Unilever Group
Euro equivalent in millions(b)
£ million
£ million
2022
81.8
2021
81.8
€ million
€ million
91
92
(a) At 31 December 2022, 2,629,243,772 (2021: 2,629,243,772) of PLC ordinary shares were in issue.
(b) The ordinary share capital of PLC is translated using the conversion rate as at the date of Unification of £1 = €1.121.
For information on the rights of shareholders of PLC see the Corporate Governance report on pages 83 to 94.
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 204.
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
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
Other movements in equity
31 December
Analysis of other reserves
€ million
€ million
2022
6,354
1,604
(1,258)
(1,152)
6,828
1,190
940
2021
6,616
1,454
(1,212)
(1,231)
5,581
977
1,334
€ million
€ million
2022
95
2021
(176)
(2,146)
(1,978)
(454)
(3)
395
97
(4)
(372)
(3)
326
(131)
12
(2,115)
(2,146)
Fair value reserves – see following table
Currency retranslation of group companies – see following table
Capital redemption reserve
Book value of treasury shares – see following table
Repurchase of shares
Other(a)
(a) Relates primarily to options to purchase non-controlling interest in subsidiaries.
€ million
€ million
€ million
Total 2022
Total 2021
Total 2020
329
(5,803)
21
(282)
(4,527)
(542)
(10,804)
502
(6,043)
21
(388)
(3,018)
(284)
(9,210)
250
(7,068)
21
(483)
–
(202)
(7,482)
Unilever acquired 34,217,605 of its own shares (2021: 62,976,145) through purchases on stock exchanges during the year.
At 31 December 2022, 2,727,097 shares were held by employee share ownership trust and 327,303 shares were held by other group companies in
connection with share-based compensation plans. The shares held by the employee share trust are shown as a deduction from other reserves. The
total number of treasury shares held in connection with share-based compensation plans at 31 December 2021 was 5,301,158 shares. (See note 4C
on pages 167 and 168).
182
Uni
lever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
15B. Equity continued
Treasury shares – movements during the year
1 January
Repurchase of shares
Other purchases and utilisations
31 December
Currency retranslation reserves – 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
31 December
Fair value reserves – movements during the year
1 January
Movements in Other comprehensive income, net of tax
Gains/(losses) on equity instruments
Gains/(losses) on cash flow hedges
Hedging gains/(losses) transferred to non-financial assets
31 December
-
€ million
2022
(3,406)
(1,509)
106
€ million
2021
(483)
(3,018)
95
(4,809)
(3,406)
€ million
2022
(6,043)
212
28
€ million
2021
(7,068)
176
849
(5,803)
(6,043)
€ million
€ million
2022
502
45
(92)
(126)
329
2021
250
147
276
(171)
502
Refer to the consolidated statement of comprehensive income on page 150, the consolidated statement of changes in equity on page 151, and
note 6C on page 171.
Remeasurement of defined benefit pension plans net of tax
1 January
Movement during the year
31 December
€ million
€ million
2022
803
(473)
330
2021
(931)
1,734
803
Refer to the consolidated statement of comprehensive income on page 150, the consolidated statement of changes in equity on page 151, note 4B
from pages 162 to 167 and note 6C on page 171.
Currency retranslation gains/(losses) – movements during the year
1 January
Currency retranslation during the year:
Other reserves
Retained profit
Non-controlling interest
31 December
€ million
2022
(6,497)
240
487
(113)
(5,883)
€ million
2021
(7,674)
1,025
3
149
(6,497)
Unilever Annual Report and Accounts 2022 | Financial Statements
183
- Consolidated Financial Statements Unilever Group
15C. Financial liabilities
Financial liabilities(a)
Bank loans and overdrafts(b)
Bonds and other loans
Lease liabilities
Derivatives
Other financial liabilities(c)
€ million
€ million
€ million
€ million
€ million
€ million
Current
2022
508
Non-
Current
2022
11
Total
2022
519
Current
2021
383
Non-
Current
2021
19
Total
2021
402
4,723
21,789
26,512
6,313
21,308
27,621
340
102
102
1,068
1,408
529
316
631
418
365
85
106
1,284
1,649
99
171
184
277
5,775
23,713
29,488
7,252
22,881
30,133
(a) 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.
(b) Bank loans and overdrafts include €4 million (2021: Nil) of secured liabilities.
(c)
Includes options and financial liabilities to acquire non-controlling interests in Myanmar, the US, Italy and Hong Kong, refer to note 21.
Reconciliation of liabilities arising from financing activities
Movements in 2022 and 2021
2022
Bank loans and overdrafts(a)
Bonds and other loans(a)
Lease liabilities(b)
Derivatives
Other financial liabilities(a)
Total
2021
Bank loans and overdrafts(a)
Bonds and other loans(a)
Lease liabilities(b)
Derivatives
Other financial liabilities(a)
Total
Non-cash movement
Opening
balance
at
1 January
Cash
movement
Business
-
acquisi
tions/
disposals
Foreign
exchange
changes
Fair
value
changes
Other
movements(c)
Closing
balance at
31 December
€ million
€ million
€ million
€ million
€ million
€ million
€ million
(402)
(129)
(27,621)
1,343
(1,649)
546
(184)
(277)
–
4
(30,133)
1,764
–
–
–
–
–
–
29
(727)
12
–
490
–
(2)
(448)
17
(671)
108
150
(17)
(519)
3
(26,512)
(317)
(1,408)
3
(270)
(631)
(418)
(598)
(29,488)
(411)
(16)
(2)
–
(24,585)
(1,877)
–
(1,145)
(1,771)
471
(5)
(315)
(223)
–
–
–
–
(65)
(3)
13
(27,305)
(1,422)
(7)
(1,200)
–
37
–
124
–
161
27
(402)
(51)
(27,621)
(279)
(1,649)
10
(67)
(184)
(277)
(360)
(30,133)
(a) These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial
liabilities and repayment of financial liabilities. The difference of €9 million (2021: €39 million) represents cash movements in overdrafts that are not included in
financing cash flows.
(b) Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €28 million (2021: €7
million) represents gain or loss from termination and modification of lease contracts.
(c) Other movements includes financial liabilities of Nil (2021: €80 million), classified as held for sale, refer to note 22 for further details.
184
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
15C. Financial liabilities continued – Analysis of bonds and other loans
Notes 2028 (£)(a)
€ million
Unilever PLC
1.125% Notes 2022 (£)
1.375% Notes 2024 (£)
1.875% Notes 2029 (£)
1.500% Notes 2026 (£)
1.500% Notes 2039 (€)
2.125%
Commercial Paper (£)
Total PLC
Other group companies
The Netherlands
1.625% Notes 2033 (€)
0.500% Notes 2022 (€)
1.375% Notes 2029 (€)
Bonds 2027 (€)
1.125%
1.125%
Bonds 2028 (€)
0.875% Notes 2025 (€)
0.500% Bonds 2025 (€)
1.375% Notes 2030 (€)
0.375% Notes 2023 (€)
Notes 2027 (€)
1.000%
1.000% Notes 2023 (€)
0.500% Notes 2023 (€)
0.500% Notes 2024 (€)
1.250% Notes 2025 (€)
1.750% Notes 2030 (€)
1.250% Notes 2031 (€)(a)
2.250% Notes 2034 (€)(a)
0.750% Notes 2026 (€)(a)
1.750%
Commercial Paper (US $)
Switzerland
Other
United States
5.900% Bonds 2032 (US $)
2.900%
Notes 2027 (US $)
2.200% Notes 2022 (US $)
3.500%
Notes 2028 (US $)
2.000% Notes 2026 (US $)
3.125% Notes 2023 (US $)
3.000% Notes 2022 (US $)
3.250% Notes 2024 (US $)
3.100% Notes 2025 (US $)
2.600% Notes 2024 (US $)
3.500%
Bonds 2028 (US $)
3.375% Notes 2025 (US $)
7.250% Bonds 2026 (US $)
Bonds 2028 (US $)
6.625%
5.600%
Bonds 2097 (US $)
2.125% Notes 2029 (US $)
2.600% Notes 2024 (US $)
1.375% Notes 2030 (US $)(a)
0.375% Notes 2023 (US $)
0.626% Notes 2024 (US $)
2.625% Notes 2051 (US $)
1.750% Notes 2031 (US $)(a)
Commercial Paper (US $)
Total other group companies
Total bonds and other loans
Notes 2028 (€)
-
Total 2022
Total 2021
–
282
281
563
646
300
–
2,072
794
–
745
698
696
649
648
644
600
599
500
500
498
999
995
539
735
458
645
–
81
932
930
–
742
651
516
–
468
467
468
465
327
276
221
86
790
473
368
469
469
598
644
417
298
296
592
647
–
238
2,488
793
750
745
697
695
648
646
644
600
598
499
499
497
999
995
–
–
–
–
1,320
27
875
873
750
697
612
484
441
440
439
439
437
307
259
206
80
743
448
409
441
441
563
727
2,057
24,440
26,512
2,370
25,133
27,621
(a) Bonds includes €(537) million (2021: €(47)million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
Unilever Annual Report and Accounts 2022 | Financial Statements
185
- Consolidated Financial Statements Unilever Group
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 2022 and 2021. 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 framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.
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’s funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash
balances have been invested conservatively with low-risk counter-parties at maturities of primarily less than six months. In its liquidity assessment,
the Group does not consider any supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment
dates and terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.
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 2022, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $5,200 million and €2,550 million (2021:
$7,965 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 2023.
The additional undrawn revolving 364-day bilateral credit facilities of €1,500 million as on 31 December 2021 were cancelled in 2022.
186
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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
2022
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
2021
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:
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Due
within
1 year
Due
between
1 and
2 years
Due
between
2 and
3 years
Due
between
3 and
4 years
Due
between
4 and
5 years
Due
after
5 years
Net carrying
amount as
shown in
balance
sheet
Total
(529)
(5)
–
–
–
(7)
(541)
(519)
(5,220)
(3,102)
(3,494)
(2,369)
(2,541)
(14,176)
(30,902)
(26,512)
(397)
(104)
(17,166)
(79)
(320)
(27)
(74)
(96)
(245)
(290)
(28)
(14)
(196)
(144)
(347)
(1,649)
(1,408)
–
–
–
(421)
(418)
(16)
(12)
(38)
(17,334)
(17,334)
–
–
–
(189)
(180)
(23,495)
(3,624)
(4,071)
(2,581)
(2,697)
(14,568)
(51,036)
(46,371)
59
59
59
59
55
249
540
(106)
(159)
(142)
(133)
(114)
(483)
(1,137)
8,244
(8,469)
–
(38)
(310)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8,244
(8,469)
–
(38)
(100)
(83)
(74)
(59)
(234)
(860)
(784)
(23,805)
(3,724)
(4,154)
(2,655)
(2,756)
(14,802)
(51,896)
(47,155)
(389)
(1)
(14)
–
–
(7)
(411)
(402)
(6,759)
(2,944)
(2,942)
(3,382)
(1,786)
(13,589)
(31,402)
(27,621)
(426)
(106)
(14,319)
(57)
(345)
(33)
(48)
(69)
(276)
(25)
(20)
(91)
(228)
(199)
(176)
(488)
(1,939)
(1,649)
–
–
(363)
(277)
(12)
(10)
(33)
(14,442)
(14,442)
(9)
–
–
(226)
(196)
(22,056)
(3,440)
(3,368)
(3,830)
(1,972)
(14,117)
(48,783)
(44,587)
815
(811)
56
492
(38)
(499)
45
(39)
45
986
2,439
(39)
(1,043)
(2,469)
(529)
(217)
(38)
(121)
(113)
(1)
Derivative contracts – receipts
7,371
100
Derivative contracts – payments
(7,505)
(103)
Commodity derivatives:
Derivative contracts – receipts
Derivative contracts – payments
–
(1)
(131)
–
–
15
–
–
–
–
(7)
–
–
–
–
6
–
–
–
–
6
–
–
–
–
7,471
(7,608)
–
(1)
(57)
(168)
(235)
Total
(22,187)
(3,425)
(3,375)
(3,824)
(1,966)
(14,174)
(48,951)
(44,822)
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €42 million (2021: €53 million).
Unilever Annual Report and Accounts 2022 | Financial Statements
187
-
Consolidated Financial Statements Unilever Group
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.
€ million
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Due
within
1 year
Due
between
1 and
2 years
Due
between
2 and
3 years
Due
between
3 and
4 years
Due
between
4 and
5 years
Due
after
5 years
2022
Foreign exchange cash inflows
Foreign exchange cash outflows
3,100
(3,180)
–
–
Interest rate swaps cash inflows
564
502
–
–
27
–
–
27
–
–
952
Interest rate swaps cash outflows
(464)
(473)
(13)
(13)
(923)
Commodity contracts cash inflows
Commodity contracts cash outflows
2021
Foreign exchange cash inflows
Foreign exchange cash outflows
Interest rate swaps cash inflows
6
(38)
3,118
(3,073)
1,170
–
–
–
–
–
–
–
–
530
473
Interest rate swaps cash outflows
(1,147)
(464)
(473)
Commodity contracts cash inflows
Commodity contracts cash outflows
45
(1)
–
–
–
–
–
–
–
–
26
(13)
–
–
(a) See note 16C.
16B. Management of market risk
–
–
–
–
Total
3,100
(3,180)
2,072
(1,886)
6
(38)
3,118
(3,073)
–
–
–
–
–
–
–
–
Net carrying
amount of
related
derivatives(a)
–
(48)
119
–
6
(38)
–
67
–
(19)
45
(1)
26
896
3,121
(13)
(923)
(3,033)
–
–
–
–
45
(1)
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 income statement 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).
188
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
16B. Management of market risk continued
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 2022, the Group had hedged
its exposure to
future commodity purchases
with commodity derivatives valued at
million (2021: €570 million).
€576
Hedges of future commodity purchases
resulted in cumulative gain of €197 million
(2021: gain of €153 million) being reclassified
to the income statement and gain of
€103 million (2021: gain of €114 million)
being recognised as a basis adjustment to
inventory purchased.
Management policy and
hedging strategy
The Group uses commodity forwards, futures,
swaps and option contracts to hedge against
this risk.
hedge future purchases of raw materials and
the contracts are settled either
physical delivery.
All commodity forward contracts
in cash or
by
The Group also hedges risk components of
commodities where it is not possible to hedge
the commodity
reference to
hedged commodity.
in full. This is done with
the contract to purchase the
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
Unilever
(CBOO) or
Team
Procurement Officer.
which is chaired by the Chief
Chief Business Operations Officer
the Global Commodity Operating
Executive which is chaired by the
(ii) Currency risk
Currency risk on sales, purchases and
borrowings
The Group manages currency exposures within
prescribed limits, mainly through the use of
forward foreign currency exchange contracts.
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.
At 31 December 2022, the exposure to the
Group from companies holding financial
assets and liabilities other
functional currency
(2021: €230 million).
than in their
amounted to €315 million
Operating companies manage foreign
exchange exposures within prescribed limits.
The aim of the Group’s approach to
management of currency
Group with no material residual risk.
risk is to leave the
Sensitivity to the risk
A 10% increase in commodity prices as at
31 December 2022 would have led to
a €58 million gain on the commodity
derivatives in the cash flow hedge reserve
(2021: €61 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.
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
loss in the income statement (2021:
€23 million loss).
A 10% weakening of the foreign currencies
against the respective functional currencies
of group companies would have led to an
equal but opposite effect.
Impact on equity
hedges
– trade-related cash flow
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 €99 million
loss (2021: €113 million loss) in equity.
A 10% weakening of the same 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
accounting is applied:
which cash flow hedge
Currency
EUR*
GBP
USD
SEK
CAD
PLN
Others
Total
2022
(958)
(408)
764
(103)
(86)
(64)
(136)
(991)
2021
(922)
(449)
699
(98)
(105)
(54)
(205)
(1,134)
* Euro exposure relates to group companies having
non-euro functional currencies.
Unilever Annual Report and Accounts 2022 | Financial Statements
189
-
Consolidated Financial Statements Unilever Group
16B. Management of market risk continued
Potential impact of risk
Currency risk on the Group’s net investments
subject to
currency risk
The Group is also
in relation to the translation of the net
investments of its foreign operations into
euros for inclusion in its consolidated
financial statements.
items that form
These net investments include Group financial
loans, which are monetary
part of our net investment in foreign
operations, of €13.0
of which €8.8
billion (2021: €5.9 billion) is
denominated in GBP. In accordance with
IAS 21, the exchange differences on these
financial loans are booked through reserves.
billion (2021: €9.9 billion),
Part of the currency exposure on the Group’s
investments is also managed using USD net
investment hedges with a nominal value of
€2.8
billion (2021: €3.0
billion) for USD.
At 31 December 2022, the net exposure of the
net investments in foreign currencies amounts
to €23.7 billion (2021: €23.6 billion).
(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
has an impact on reported results.
manage interest costs also
to
The Group does not have any material floating
interest-bearing financial assets or
significant long-term fixed interest-bearing
financial assets. Consequently, the Group’s
interest rate risk arises mainly
liabilities other than lease liabilities.
from financial
any
Taking into account the impact of interest rate
swaps, at 31 December 2022, interest rates
were fixed on approximately
expected financial liabilities (excluding lease
liabilities) for 2023, and 59% for 2024 (75% for
at 31 December 2021).
2022
and 70% for 2023
68% of the
Management policy and
hedging strategy
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
inhibited by local regulations, lack of local
liquidity
by local market conditions.
do this is
to
or
actively
hedge the currency
may decide on a case-by-case basis
exposure from
Treasury
to
net investment in foreign operations. This is
done either through additional borrowings
in the related currency, or through the use
of forward foreign exchange contracts.
borrowings, or forward
hedge the currency risk
Where local currency
contracts, are used to
in relation to the Group’s net investment in
foreign subsidiaries, these relationships are
designated as net investment hedges for
accounting purposes.
Exchange risk related to the principal amount
of the USD denominated debt either forms part
of hedging relationship itself, or is hedged
through forward contracts.
Unilever’s interest rate management approach
aims for an optimal balance between fixed
and floating-rate interest rate exposures on
expected financial liabilities. The objective of
this approach is to minimise annual
interest costs.
This is achieved either
floating-rate long-term
interest rate exposure through the use of
interest rate swaps.
issuing fixed or
debt, or
by
by modifying
The majority 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
the underlying hedged asset or liability.
changes in the relevant fair value of
Sensitivity to the risk
Impact on equity
– net investment hedges
strengthening of the euro against
currencies would have led to
A 10%
other
€280 million
(2021: €303 million) loss in the
equity on the net investment hedges used
to
manage the currency exposure on the
Group’s investments.
weakening of the euro
A 10%
against other
currencies would have led to an equal but
opposite effect.
Impact on equity
companies
–
net investments in group
strengthening of the euro against all
A 10%
other
currencies would have led to €2,370
million negative retranslation effect (2021:
€2,363 million negative retranslation effect).
weakening of the euro against all
currencies would have led to an equal
A 10%
other
but opposite effect.
In line with accepted hedge accounting
treatment and our
for
financial loans, the retranslation differences
would be recognised in equity.
accounting policy
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
would have led to an
additional €85 million of additional finance
cost (2021: €77 million additional finance
costs).
2022
A 1.0 percentage point decrease in floating
interest rates on a full-year basis would have
led to 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
would have led to an
additional €1 million credit in equity
derivatives in cash flow hedge relationships
(2021: €3 million credit).
2022
from
A 1.0 percentage point decrease in interest
basis would have led to
rates on a full-year
an additional €1 million debit in equity
from
derivatives in cash flow hedge relationships
(2021: €4 million debit).
As at 31 December 2022, the Group had
$2,050
million (2021: $3,300 million) of
outstanding cross-currency interest rate swaps
(on which cash flow hedge accounting is
applied).
As at 31 December 2022, the Group had the
below notional amount of outstanding fixed-
to-float interest rate swaps on which fair value
hedge accounting is applied:
€ million
€ million
Currency
EUR
USD
GBP
Total
2022
2,000
1,267
339
3,606
2021
–
1,192
–
1,192
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 2022 was 1.2% (2021: 0.7%).
(a)
See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.
190
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
16B. Management of market risk continued
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:
€ million
2022
(5,775)
(23,713)
(29,488)
(1,408)
28,080
€ million
2021
(7,252)
(22,881)
(30,133)
(1,649)
28,484
Fixed rate (weighted average amount of fixing for the following year)
(19,594)
(20,787)
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
€ million
€ million
€ million
€ million
€ million
31 December 2022
Foreign exchange derivatives
Fair value hedges
Cash flow hedges
Hedges on the net investment in foreign
operations
Hedge accounting not applied
Interest rate derivatives
Fair value hedges
Cash flow hedges
Hedge accounting not applied
Commodity contracts
Cash flow hedges
Hedge accounting not applied
31 December 2021
Foreign exchange derivatives
Fair value hedges
Cash flow hedges
Hedges on the net investment in foreign
operations
Hedge accounting not applied
Interest rate derivatives
Fair value hedges
Cash flow hedges
Hedge accounting not applied
Commodity contracts
Cash flow hedges
Hedge accounting not applied
Trade
and other
receivables
Current
financial
assets
Non-Current
financial
assets
Trade
payables
and other
liabilities
Current
financial
liabilities
Non-Current
financial
liabilities
–
32
–
51
–
–
–
6
–
–
–
–
(a)
163
–
75
–
–
–
89
238
Total assets
–
100
–
16
–
–
–
45
–
161
–
–
(a)
112
(47) (a)
–
11
–
–
–
76
Total assets
–
–
–
–
–
51
–
–
–
51
378
–
–
–
–
–
52
–
–
–
52
289
–
(80)
–
(35)
–
–
–
(38)
–
–
–
(a)
(a)
(92)
(10)
–
–
–
–
–
(153)
(102)
Total liabilities
–
(33)
–
–
–
–
–
–
–
–
(522)
(7)
–
–
–
(529)
(784)
–
–
–
(17)
(61) (a)
(2)
–
–
–
(1)
–
–
(24)
–
–
–
(51)
(85)
Total liabilities
(39)
(58)
–
–
–
(99)
(235)
Total
–
(48)
(92)
169
(522)
119
–
(32)
–
(406)
(406)
–
67
112
(111)
(39)
(19)
–
44
–
54
54
(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.
Unilever Annual Report and Accounts 2022 | Financial Statements
191
- Consolidated Financial Statements Unilever Group
16C. Derivatives and hedging continued
Master netting or similar agreements
A number of legal entities within the Group enter into derivative transactions under International Swaps 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 a legally enforceable right to offset recognised amounts against counterparties, as the right to offset is enforceable only
upon the occurrence of 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.
As at 31 December 2022
Derivative financial assets
As at 31 December 2021
Derivative financial assets
Related amounts not set
off in the balance sheet
€ million
€ million
€ million
€ million
€ million
€ million
Gross amounts of
recognised
financial assets
Gross amounts
of recognised
financial assets
set off in the
balance sheet
Net amounts of
financial assets
presented in the
balance sheet
Financial
instruments
Cash
collateral
received
Net amount
449
401
(71)
378
(272)
(81)
25
(112)
289
(107)
(27)
155
(ii) Financial liabilities
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.
Related amounts not set
off in the balance sheet
€ million
€ million
€ million
€ million
€ million
€ million
Gross amounts
of recognised
financial
liabilities
Gross amounts
of recognised
financial
liabilities
set off in the
balance sheet
Net amounts
of financial
liabilities
presented in the
balance sheet
Financial
instruments
Cash
collateral
received
(855)
(347)
71
112
(784)
272
(235)
107
–
–
Net amount
(512)
(128)
As at 31 December 2022
Derivative financial liabilities
As at 31 December 2021
Derivative financial liabilities
192
Unilever Annual Report and Accounts 2022 | Financial Statements
-
Consolidated Financial Statements Unilever Group
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 the income statement.
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 Group’s 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 derecognition or impairment is recognised in the income statement. 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 the income statement. On derecognition, the cumulative gain or loss recognised in other comprehensive income
is reclassified from equity to the income statement. 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 the income statement.
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 the income statement. When a later event causes the
impairment losses to decrease, the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on
debt instruments classified as fair value through other comprehensive income are recognised in the income statement.
Unilever Annual Report and Accounts 2022 | Financial Statements
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- Consolidated Financial Statements Unilever Group
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
considered to be the same as the carrying amount for 2022 and 2021. 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(b)
Other cash equivalents
Other financial assets
Financial assets at amortised cost(c)
Financial assets at fair value through other comprehensive
income(d)
Financial assets at fair value through profit or loss:
Derivatives
Other(e)
Total
€ million
€ million
€ million
€ million
€ million
€ million
Current
Non-current
2022
2022
Total
2022
Current
Non-current
2021
2021
2,553
1,743
30
4,326
–
–
–
–
2,553
1,743
30
4,326
2,505
811
99
3,415
772
232
1,004
750
–
407
407
1
238
425
1,435
5,761
51
464
1,154
1,154
289
889
2,589
6,915
76
329
1,156
4,571
–
–
–
–
208
526
52
412
1,198
1,198
Total
2021
2,505
811
99
3,415
958
527
128
741
2,354
5,769
(a) 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.
(b) Short-term deposits typically have maturity of up to 3 months.
(c) Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months excluding deposits which are part of
(d)
a recognised cash management process and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of €199 million
(2021: €157 million).
Included within non-current financial assets at fair value through other comprehensive income are equity investments of €402 million (2021: €521 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 2022 of these equity investments was €41 million (2021: €174 million).
(e) Current other financial assets at fair value through profit or loss include money market funds, marketable securities and other 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 €39 million (2021:
€38 million), option to acquire non-controlling interest in subsidiaries of €41 million (2021: €43 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 2021.
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
Add: Cash and cash equivalents included in assets held for sale
Less: Bank overdraft included in liabilities held for sale
Cash and cash equivalents per cash flow statement
€ million
€ million
2022
4,326
(101)
–
–
4,225
2021
3,415
(106)
90
(12)
3,387
Approximately €1.1 billion (or 26%) 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. The
Group maintain access to global debt markets through an infrastructure of short-and long-term debt programmes. The Group 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 186 to 191.
The remaining €3.2 billion (or 74%) 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 €449 million (2021: €83 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.
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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 2022, the collateral held by Unilever under such arrangements amounted to €97
million (2021: €52 million), of which €81 million (2021: €27 million) was in cash, and €16 million (2021: €25 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 risk 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
assets
Financial
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
Fair value
2022
2021
4,326
1,004
407
289
889
6,915
3,415
958
527
128
741
5,769
€ million
Carrying
amount
2022
4,326
1,004
407
289
889
6,915
(519)
(402)
(519)
(25,136)
(29,133)
(26,512)
(1,408)
(1,649)
(1,408)
(631)
(418)
(184)
(277)
(631)
(418)
€ million
Carrying
amount
2021
3,415
958
527
128
741
5,769
(402)
(27,621)
(1,649)
(184)
(277)
(28,112)
(31,645)
(29,488)
(30,133)
The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2022
and 2021. 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.
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.
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-
Consolidated Financial Statements Unilever Group
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
2022
Level 1
2021
Level 2
2022
Level 2
2021
Level 3
2022
Level 3
2021
€ million
Total fair
value
2022
€ million
Total fair
value
2021
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
5
6
3
3
399
518
407
527
16C
17A
16C
14
–
428
–
–
–
331
–
–
378
–
289
–
–
461
–
410
378
889
289
741
(784)
(235)
–
–
–
–
(164)
(180)
(784)
(164)
(235)
(180)
(a)
(b)
Includes €89 million (2021: €161 million) derivatives, reported within trade receivables, that hedge trading activities.
Includes €(153) million (2021: €(51) 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 2021. There were also
no significant movements between the fair value levels since 31 December 2021.
The impact in 2022 income statement due to Level 3 instruments is a gain of €11 million (2021: gain of €40 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
€ million
2022
748
11
55
94
(212)
696
2021
550
40
190
30
(62)
748
* This includes €(157) million movement due to derecognition of Unilever Ventures' equity interest in Nutrafol before business combination (refer to
note 21 for more details).
Significant unobservable inputs used in Level 3 fair values
Assets valued using Level 3 techniques include €623 million (2021: €736 million) relating to a number of unlisted investments within Unilever
Ventures companies, none of which are individually material; €122 million (2021: €115 million) of long-term cash receivables under life insurance
policies and €41 million (2021: €43 million) for option to acquire non-controlling interest. Valuation techniques used are specific to each asset and
for all assets a change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
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 2021.
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.
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 €623 million (2021: €736 million) of investments within
Unilever Ventures companies.
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Consolidated Financial Statements Unilever Group
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 2022
1 January 2022
Additions through business combinations
Income statement:
Charges
Releases
Utilisation
Currency translation
31 December 2022
€ million
€ million
2022
748
550
1,298
2021
480
611
1,091
€ million
€ million
€ million
€ million
€ million
Restructuring
227
–
270
(54)
(135)
(3)
305
Legal
223
6
130
(7)
(27)
(4)
321
Brazil
indirect taxes
57
–
7
(2)
(3)
7
66
Other
584
–
191
(103)
(66)
–
606
Total
1,091
6
598
(166)
(231)
–
1,298
Restructuring provisions primarily include people costs such as redundancy costs and the 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 product 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.
20. Commitments and contingent liabilities
Commitments
Lease commitments are the future cash outflows 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.
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 175 to 177.
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
€ million
€ million
Leases
2022
64
91
164
319
Leases
2021
56
90
23
169
€ million
Other
Commitments
€ million
Other
Commitments
2022
1,806
2,020
231
4,057
2021
1,233
1,554
501
3,288
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Consolidated Financial Statements Unilever Group
20. Commitments and contingent liabilities continued
Contingent liabilities
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.
Contingent liabilities arise in respect of litigations 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.
In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.
Summary of contingent liabilities
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties
Inputs for PIS and COFINS taxes
Goodwill amortisation
Other tax assessments – approximately 700 cases
Total Brazil Tax
Other contingent liabilities
Total contingent liabilities
Brazil tax
€ million
€ million
2022
3,292
40
154
876
4,362
609
4,971
2021
2,549
36
137
749
3,471
656
4,127
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 regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of
our local corporate structure was undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring 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 between 2017 and 2022, 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 €3,292 million (2021:
€2,549 million).
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 tax
litigation cases related to this matter may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case,
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 hold provisions and contingent liabilities for the same matters.
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 172
to 174.
Non-controlling interests are valued based on the proportion of net assets of the acquired company at the date of acquisition.
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.
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-
Consolidated Financial Statements Unilever Group
21. Acquisitions and disposals continued
2022
In 2022, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2022 is €811 million
(2021: €2,117 million for acquisitions completed during that year). More information related to the 2022 acquisition is provided below.
Deal completion date
25 April 2022
29 April 2022
1 July 2022
Acquired business
Sold S3, Royale Ambrée and Petit Cheri brands in Spain to Sensogreen Healthcare.
Sold Unilever Life, the direct selling business in Thailand, to RS Group.
Sold ekaterra (Global Tea business excluding India, Indonesia, Nepal and Ready to Drink) to CVC Capital
Partners. ekaterra includes brands such as Lipton, Brooke Bond and PG Tips.
Further details are provided below.
7 July 2022
Nutrafol Acquisition
Acquired a further 67% of Nutraceutical Wellness, Inc. (Nutrafol) bringing total investment to 80%, a producer
men and women. The acquisition complements Unilever’s existing
based in the US of hair growth solutions for
Health & Wellbeing portfolio, bringing to
hair
provided below.
market a science-led approach to
Further details are
wellness.
On 7 July 2022, Unilever acquired a further 67% of the shares of Nutrafol, a US-based hair wellness company in which Unilever Ventures previously
held a minority stake (13%), to bring Unilever’s total equity interest to 80%. The fair value of Unilever Ventures' equity interest in Nutrafol before the
business combination amounted to €157 million, with a gain of €149 million recognised as Other Comprehensive Income prior to derecognition
of the investment. Strategically, Nutrafol expands our Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness
supported by digital-first capabilities. We believe Unilever’s capabilities and sustainability principles will allow us to protect the legacy of the brand
while strengthening it.
The total consideration paid for the 67% share of Nutrafol was €811 million, all of which was settled in cash on completion.
The provisional fair value of net assets recognised on the balance sheet is €487 million. Currently all balances remain provisional as we finalise our
review of the asset valuations. The main asset acquired was the brand intangible valued using an income approach model by estimating future
cash flows generated by the brand and discounting them to present value using rates in line with a market participant expectation. The key
assumptions in the brand valuation are revenue growth and discount rates. A deferred tax liability primarily related to the brand intangibles
estimated at €153 million was also recognised.
As part of the acquisition, goodwill of €580 million has been recognised and is not deductible for tax purposes. Since the acquisition date, the
goodwill balance has decreased by €25 million as a result of foreign exchange. Goodwill represents the future value that the Group believes it will
obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses. Detailed
information relating to goodwill is provided in note 9 on pages 172 to 175.
2021
In 2021 the Group completed the business acquisitions and disposals listed below. In each case (unless otherwise stated), 100% of the businesses
were acquired. For all businesses acquired, the acquisition accounting has been finalised. Subsequent changes to the provisional numbers
published last year are immaterial. Total consideration for 2021 acquisitions was €2,117 million.
Deal completion date
29 January 2021
Acquired business
Acquired 51% of Welly Health, a producer of bandages and other healthcare-related items. The acquisition helps
to expand Unilever s existing Health & Wellbeing portfolio.
28
May 2021
2 August 2021
Acquired Onnit Lab Inc. a holistic wellness and lifestyle company based in the US. Onnit complements our
growing portfolio of innovative wellness and supplement brands.
Acquired Paula's Choice Inc., a Prestige Skin Care company based in the US. The acquisition strengthens our
presence in Prestige Skin Care, with an established direct-to-consumer
eCommerce business.
Paula's Choice Acquisition
On 2 August 2021, the Group acquired 100% of the shares of Paula's Choice Inc., a US-based Prestige Skin Care company. The total consideration
paid was €1,832 million which comprised of €1,818 million cash paid on the completion date and €14 million of deferred consideration. The fair
value of net assets recognised on the balance sheet was €1,223 million. The main assets acquired were brands which were valued using an income
approach model by estimating future cash flows generated by the brand and discounting them to present value using rates in line with a market
participant expectation. As part of the acquisition, goodwill of €609 million was recognised and which was not deductible for tax purposes.
Effect on consolidated income statement
The acquisition deals completed in 2022 have contributed €174 million to the Group turnover and €31 million to the Group operating profit since
the date of acquisition. If the acquisition deals completed in 2022 had all taken place at the beginning of the year, Group turnover would have
been €60,206 million, and Group operating profit would have been €10,772 million. In 2021, the impact of acquisitions completed in the year was
€196 million to Group turnover and €16 million to Group operating profit since the date of acquisition. If all of the acquisitions had taken place at
the beginning of 2021, Group turnover for 2021 would have been €52,637 million and Group operating profit would have been €8,738 million.
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Consolidated Financial Statements Unilever Group
21. Acquisitions and disposals continued
Effect on consolidated balance sheet
Acquisitions
The following table sets out the overall impact of the Nutrafol acquisition in 2022 as well as comparative years on the consolidated balance
sheet. The fair values currently used for opening balances of the Nutrafol acquisition are provisional. These balances remain provisional due to
outstanding relevant information in regard to facts and circumstances that existed as of the acquisition date and/or where valuation work is still
ongoing.
Net assets acquired
Non-controlling interest
Goodwill
Total consideration
€ million
€ million
2022
487
(99)
580
968
2021
1,372
(14)
759
2,117
€ million
(a)
2020
3,857
(27)
2,507
6,337
(a)
In 2020, we acquired the Horlicks and Boost brands from GlaxoSmithKline Consumer Healthcare Limited. Of the net assets acquired, €3,345 million related to brands,
€746 million related to deferred tax liabilities and €2,090 million related to goodwill. The total consideration paid was €5,294 million comprised of €449 million in cash
and €4,845 million in shares of Hindustan Unilever Limited. This resulted in a dilution of Unilever’s interest in Hindustan Unilever Limited from 67.2% to 61.9%.
In 2022, the net assets acquired and total payment for the Nutrafol acquisition consists of:
Intangible assets
Other non-current assets
Trade and other receivables
Other current assets(a)
Non-current liabilities(b)
Current liabilities
Net assets acquired
Non-controlling interest
Goodwill
Total consideration
Of which:
Cash consideration paid for
67% stake
Fair value of 13% stake previously held by Unilever Ventures
(a) Other current assets include inventories of €41 million and cash and cash equivalents of €29 million.
(b) Non-current liabilities include deferred tax of €153 million.
€ million
2022
603
–
11
70
(160)
(37)
487
(99)
580
968
811
157
200
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
21. Acquisitions and disposals continued
Disposals
Total consideration for 2022 disposals is €4,606 million (2021: €49 million for disposals completed during that year). The following table sets out
the effect of disposals in 2022 and comparative years on the consolidated balance sheet. The results of disposed businesses are included in the
consolidated financial statements up until their date of disposal.
-
Goodwill and intangible assets(a)
Other non-current assets(b)
Current assets(c)
Liabilities(d)
Net assets sold
(Gain)/loss on recycling of currency retranslation on disposal
Profit/(loss) on sale attributable to Unilever
Consideration
Of which:
Cash
Cash balances of businesses sold
Non-cash items and deferred consideration
€ million
2022
948
1,075
833
(649)
2,207
65
2,334
4,606
4,606
20
(20)
€ million
2021
3
4
10
(3)
14
0
35
49
40
3
6
Includes €548 million of allocated goodwill and €395 million related to intangibles related to Tazo, T2, Pukka and Glen for the disposal of ekaterra.
(a)
(b) Non-current assets include PPE of €453 million and deferred tax assets of €595 million related to the disposal of ekaterra.
(c) Current assets include inventories of €301 million and trade and other receivables of €487 million related to the disposal of ekaterra.
(d) Liabilities include €518 million of trade payables, €59 million of financial liabilities and €31 million of deferred tax liabilities related to the disposal of ekaterra.
ekaterra Disposal
On 1 October 2021, Unilever completed the internal reorganisation whereby it separated elements of its Tea business into ekaterra, a separate
legal structure, which at the time was still 100% owned by Unilever. In November 2021, Unilever Group signed an agreement to sell ekaterra to CVC
Capital Partners.
On 1 July 2022, Unilever sold ekaterra, to CVC Capital Partners for €4,594 million cash consideration. The transaction involved the sale of 100%
shares of ekaterra Holdings B.V. and tea business assets in a small number of jurisdictions that were delayed for local tax and/or legal reasons.
Profit on this disposal was €2,303 million, recognised as a non-underlying item (see note 3).
Unilever Annual Report and Accounts 2022 | Financial Statements
201
- Consolidated Financial Statements Unilever Group
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 non-current assets or groups of assets are remeasured in accordance with the Group’s
accounting policies. Subsequently, non-current 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.
Non-current assets and liabilities held for sale are recognised as current on the balance sheet.
Property, plant and equipment held for sale(c)
Non-current assets
Goodwill and intangibles
Property, plant and equipment
Deferred tax assets
Other non-current assets
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Other current assets
Assets held for sale
Current liabilities
Trade payables and other current liabilities
Current tax liabilities
Financial liabilities due within one year
Provisions
Non-current liabilities
Pension and post-retirement healthcare liabilities
Financial liabilities due after one year
Other non-current liabilities
Deferred tax liabilities
Liabilities held for sale
€ million
(a)
2022
Total
4
€ million
(b)
2021
Total
2
2
20
–
–
22
–
2
–
–
–
2
28
2
–
2
–
4
–
–
–
–
–
4
901
447
329
25
1,702
258
336
11
90
2
697
2,401
652
9
49
8
718
12
31
2
57
102
820
(a)
(b)
(c)
In 2022, disposal groups held for sale relate to the disposal of the Foods factory in Tula (Nutrition), expected to be disposed in Q1 2023 as part of the disposal of Calve
and Baltimore in Russia and Kazakhstan (€17 million), and deferred ekaterra transactions in Turkey and Vietnam (€3 million), expected to be disposed in Q1 2023.
In 2021, disposal groups held for sale were primarily related to the Tea Business which was disposed of during the year.
Includes manufacturing assets held for sale.
On disposal of an asset or disposal group, the associated currency translation difference, including amounts previously reported within equity,
is reclassified to the income statement as part of the gain or loss on disposal. This is estimated to be a €14 million loss.
202
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
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.
Joint ventures
The following related party balances existed with joint venture businesses at 31 December:
-
Related party balances
Sales to joint ventures
Purchases from joint ventures
Receivables from joint ventures
Payables to joint ventures
Loans to joint ventures
Royalties and service fees
€ million
€ million
2022
Total
1,158
134
78
33
226
22
2021
Total
1,060
127
71
36
241
20
Significant joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the
US and Pepsi Lipton International Ltd for the rest of the world.
Associates
There are no trading balances due to or from associates.
Langholm Capital II was launched in 2009. Unilever has invested €65 million in Langholm II, with an outstanding commitment at the end of 2022
of €1 million (2021: €1 million). During 2022, Unilever received €1 million (2021: €32 million) from its investment in Langholm Capital II.
24. Share Buyback
On 10 February 2022, we announced a share buyback programme of up to €3 billion to be completed over 2022 and 2023. During 2022, we
completed two tranches and repurchased 34,217,605 ordinary shares which are held by Unilever as treasury shares. Consideration paid for the
repurchase of shares including transaction costs was €1,509 million which is recorded within other reserves.
Unilever Annual Report and Accounts 2022 | Financial Statements
203
- Consolidated Financial Statements Unilever Group
25. Remuneration of auditors
Fees payable to the Group’s auditors for the audit of the consolidated and parent
company accounts of Unilever PLC
Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of
Unilever PLC pursuant to legislation(a)(b)
Total statutory audit fees
Fees payable to the Group’s auditors for the audit of non-statutory
financial statements(c)
Audit-related assurance services(d)
Other taxation advisory services
Services relating to corporate finance transactions
Other assurance services(e)
All other non-audit services(d)
Total fees payable
€ million
2022
€ million
2021
€ million
2020
6
17
23
–
–
–
–
1
–
24
5
17
22
5
–
–
–
1
–
28
6
13
19
6
–
–
–
1
–
26
(a) 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.
(b) Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2021: less than €1
million individually and in aggregate; 2020: less than €1 million individually and in aggregate).
(c) 2021 includes €5 million and 2020 includes €6 million for the audit of carve-out financial statements of ekaterra.
(d) Amounts paid in relation to each type of service are less than €1 million individually and in aggregate (2021: less than €1 million and in aggregate; 2020: less than €1
million and in aggregate).
(e) 2022 and 2021 include various services, each less than €1 million individually. 2020 includes €1 million for assurance work on Unification.
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 9 February 2023, Unilever announced a quarterly dividend with the 2022 fourth-quarter results of £0.3812 per PLC ordinary share. The total value
of the announced dividend is €1,086 million.
Ordinary share capital issuance
On 27 January 2023, following a block listing of 5,000,000 ordinary shares of 3 1/9 pence each made in December 2022, an initial tranche of 50,000
new ordinary shares was issued by Unilever PLC to meet its obligations under employee share schemes.
Brand disposal
On 14 February 2023, Unilever has announced the sale of its Suave brand in North America to Yellow Wood Partners LLC. The Suave beauty and
personal care brand includes hair care, skin care, skin cleansing and deodorant products. The transaction is expected to close in the second
quarter of 2023, subject to regulatory approvals and closing conditions.
Debt issuance
On 23 February 2023, Unilever issued €500 million 3.25% fixed rate notes maturing in 2031 and €500 million 3.50% fixed rate notes maturing in 2035.
204
Unilever Annual Report and Accounts 2022 | Financial Statements
Consolidated Financial Statements Unilever Group
27. Significant subsidiaries
The following represents the significant subsidiaries of the Group at 31 December 2022, that principally affect the turnover, profit and net assets
of the Group. The percentage of share capital shown below represents the aggregate percentage of equity capital directly or indirectly held by
Unilever 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
England and Wales
England and Wales
France
Germany
Germany
India
Indonesia
Italy
Mexico
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Pakistan
Philippines
Russia
Singapore
South Africa
Spain
Switzerland
Thailand
Turkey
Name of company
Unilever de Argentina S.A.
Unilever Australia Limited
Unilever Bangladesh Limited
Unilever Brasil Ltda.
Unilever Canada Inc.
Unilever Services (Hefei) Co. Ltd
Wall's (China) Co. Limited
Unilever UK & CN Holdings Limited
Unilever Global IP Ltd
Unilever
U.K. Holdings Limited
Unilever UK Limited
Unilever
U.K. Central Resources 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 de Mexico, S.
de R.l. de C.V.
Mixhold B.V.
Unilever Finance Netherlands B.V.
Unilever
IP Holdings 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 Finance International AG
Unilever Thai Trading Limited
Unilever Sanayi ve Ticaret Turk A.S.
United States of America
ConopCo, Inc.
United States of America
Unilever Capital Corporation
United States of America
Unilever North America Supply Chain Company LLC
United States of America
Unilever United States, Inc.
United States of America
United States of America
United States of America
United States of America
United States of America
Vietnam
Ben & Jerry's Homemade, Inc.
Paula's Choice, Inc.
THE LIV GROUP INC
Unilever Trumbull Research
US Health & Wellbeing, LLC
Unilever Vietnam International Company Limited
See pages 214 to 224 for a complete list of subsidiary undertakings, associates and joint ventures.
Shareholding %
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
62%
85%
100%
100%
100%
100%
100%
100%
100%
100%
99%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Unilever Annual Report and Accounts 2022 | Financial Statements
205
-
Company Accounts Unilever PLC
Income statement
for the year ended 31 December
Turnover
Royalties and services charged out to group companies
Incurred costs and royalties paid
Other (expenses)/income
Operating profit/(loss)
Net finance costs
Finance income
Finance costs
Income from shares in group companies
Profit/(loss) on disposal of intangible assets
Profit before taxation
Taxation
Net profit
Statement of comprehensive income
Net profit
Other comprehensive income
Items that will not be reclassified to profit or loss, net of tax:
Remeasurement of defined benefit pension plans net of tax
Items that may be reclassified subsequently
Total comprehensive income
to profit or loss, net of tax
Statement of cash flows
Notes
1
2
3
£ million
£ million
2022
211
211
(248)
(16)
(53)
(112)
37
(149)
3,237
(119)
2,953
35
2,988
£ million
2022
2,988
3
–
2,991
2021
396
396
(474)
24
(54)
(29)
29
(58)
2,421
2,815
5,153
(773)
4,380
£ million
2021
4,380
–
–
4,380
Unilever PLC does not have cash and cash equivalents. Instead, Unilever PLC has current accounts with Unilever UK Central Resources Limited and
Unilever Finance International AG. Unilever UK Central Resources Limited and Unilever Finance International AG make and collect payments on
behalf of Unilever PLC.
206
Unilever Annual Report and Accounts 2022 | Financial Statements
-
£ million
£ million
£ million
£ million
Company Accounts Unilever PLC
Statement of changes in equity
Statement of
changes in equity
1 January 2021
Profit or loss for the period
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plan net of tax
Total comprehensive income
Dividends on ordinary capital
Share capital reduction(a)
Repurchase of shares(b)
Other movements in treasury shares(c)
Other movements in equity
31 December 2021
Profit or loss for the period
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plan net of tax
Total comprehensive income
Dividends on ordinary capital
Repurchase of shares(b)
Other movements in treasury shares(c)
Other movements in equity
31 December 2022
£ million
Called up
Share capital
82
–
–
–
–
–
–
–
–
£ million
Share
premium
account
65,525
–
–
–
–
(18,400)
–
–
–
Capital
redemption
reserve
15
–
–
–
–
–
–
–
–
Other
reserves
(271)
–
–
–
–
–
(2,581)
58
–
Retained
profit
5,828
4,380
Total equity
71,179
4,380
–
–
4,380
4,380
(3,841)
(3,841)
18,400
–
–
(16)
2,988
–
3
–
(2,581)
58
(16)
69,179
2,988
–
3
2,991
2,991
(3,704)
(3,704)
–
–
(12)
(1,295)
67
(12)
82
47,125
15
(2,794)
24,751
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,295)
67
–
82
47,125
15
(4,022)
24,026
67,226
(a) On 15 June 2021, the High Court of Justice of England and Wales approved the reduction of share premium by an amount of £18,400 million which has led to a
decrease in share premium and a corresponding increase in the amount of profit retained.
(b) During 2022, Unilever PLC repurchased 34,217,605 PLC ordinary shares (2021: 62,976,145). Consideration paid for the repurchase of these shares including transaction
costs was £1,295 million (2021: £2,581 million) which was initially recorded in other reserves.
(c) At 31 December 2022, 2,727,097 (2021: 4,453,244) treasury shares are held at an employee share ownership trust.
Unilever Annual Report and Accounts 2022 | Financial Statements
207
- Company Accounts Unilever PLC
Balance sheet
as at 31 December
Assets
Non-current assets
Investments in subsidiaries
Other non-current assets
Deferred tax assets
Pension assets
Current assets
Trade and other current receivables
Total assets
Liabilities
Current liabilities
Trade payables and other current liabilities
Financial 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 shareholders’ equity
The financial statements on pages 206 to 213 were approved by the Board of Directors on 1 March 2023.
On behalf of the Board of Directors
A Jope
G Pitkethly
1 March 2023
Chief Executive Officer
Chief Financial Officer
£ million
£ million
Notes
2022
2021
4
5
3
6
7
8
8
9
9
9
9
76,107
1,567
12
5
76,057
1,537
–
2
77,691
77,596
235
235
154
154
77,926
77,750
8,832
–
8,832
1,866
2
1,868
10,700
82
47,125
15
(4,022)
24,026
67,226
77,926
6,483
550
7,033
1,536
2
1,538
8,571
82
47,125
15
(2,794)
24,751
69,179
77,750
208
Unilever Annual Report and Accounts 2022 | Financial Statements
Notes to the Company Accounts
Unilever PLC
Accounting information and policies
Basis of preparation
Critical accounting estimates and judgements
-
The Company Accounts of PLC are prepared on the going concern basis
and in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB),
and UK-adopted international accounting standards. The Company
accounts comply with 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.
Unilever PLC is included within the consolidated financial statements
of the Group. The consolidated financial statements of the Group are
prepared in accordance with IFRS. As PLC does not have cash and cash
equivalents, we are no longer presenting a separate statement of cash
flows.
Accounting policies
The accounting policies of PLC Company Accounts are the same as the
Unilever Group, refer to pages 154 and 155, except for the accounting
policies included below.
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 of monetary assets
and liabilities are recognised in the income statement.
Turnover
Turnover excludes value added tax and includes 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
The operating profit 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.
Investment in subsidiaries
Shares in group companies are stated at cost less any amounts written
off to reflect an impairment.
Financial guarantees
Where PLC enters into financial guarantee contracts to guarantee the
indebtedness of other companies within its group, they consider these
to be insurance arrangements and account for them as such. In this
respect, PLC treats the guarantee contracts as a contingent liability
until such time as it becomes probable that it will be required to make
a payment under the guarantee. IFRS 17 ‘Insurance Contracts’ has
been released but is not yet adopted by the Company. The standard
is effective from the year ended 31 December 2023 and introduces a
new model for accounting for insurance contracts. We are currently
assessing the impact of this new standard on this accounting policy.
Capital Redemption Reserve
The nominal value of shares cancelled is transferred from share capital
to the capital redemption reserve.
The preparation of financial statements requires management to make
judgements and estimates 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 periodically 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.
There are no judgements and estimates which management believe
have a significant effect on the amounts recognised in the PLC
Company Accounts.
1. Turnover
Royalties (point in time)
Services (over time)
Turnover
£ million
£ million
2022
104
107
211
2021
111
285
396
2. Income from shares in group companies
Dividends received from shares in group
undertakings
3. Taxation
Current tax
Current year
Double taxation relief
Adjustments in respect of prior years
Deferred tax
Current year
Change in tax rate
Adjustments in respect of prior years
Tax (charge)/credit on profits on ordinary
activities
£ million
£ million
2022
2021
3,237
3,237
2,421
2,421
£ million
£ million
2022
2021
7
–
15
22
–
–
13
13
35
(39)
–
(22)
(61)
(718)
3
3
(712)
(773)
The current UK corporate tax rate is 19% (2021: 19%). On 10 June 2021,
the Finance Act 2021 received Royal Assent, confirming that the UK rate
of corporation tax will increase from 19% to 25% from 1 April 2023. This
will have a consequential impact on the company's future tax charge.
Deferred tax balances are measured at the tax rate to be applied when
temporary differences are expected to reverse in the future.
Unilever Annual Report and Accounts 2022 | Financial Statements
209
- Notes to the Company Accounts Unilever PLC
Reconciliation of tax expense
Profit/(loss) for the year
Tax using the UK corporation tax rate of 19%
(2021: 19%)
Tax effects of:
Income not subject to tax (primarily tax-
exempt dividends)
Non-deductible expenses
Effects of tax rates in foreign jurisdictions
Permanent differences – other
(Under)/over provided in prior years
Impact of change in tax rate on deferred tax
balances
Total tax expense
The movement in deferred tax asset is as below:
£ million
£ million
2022
2,953
2021
5,153
(561)
(979)
615
3
(65)
15
28
–
35
460
(2)
(64)
(171)
(20)
3
(773)
Investments include the subsidiary company Hindustan Unilever Limited
(HUL), with a cost of £2,197 million (2021: £2,197 million). The shares of
HUL are listed on the Bombay Stock Exchange and National Stock
Exchange and have a market value of £28,588 million (2021: £26,195
million) as at 31 December 2022. Information on the non-controlling
interest in HUL is given in note 15B of the consolidated financial
statements.
Investments in subsidiaries comprise equity shares of group companies.
These investments only generate cash inflows in combination with other
assets within the Group. Accordingly, cash inflows are not independent
at any level below the cash generating units (CGUs) used for group
impairment testing purposes. Additionally, some investments benefit
from the synergies of multiple CGUs together. Management evaluates
on a case-to-case basis whether any impairment booked for the Group
impacts the carrying value of the investments. Based on the evaluation
for the current year, management has not determined any impairment
for investments.
5. Other non-current assets
Movement in 2022
Pensions and similar
obligations
Tax losses
Total deferred tax asset
(net)
Movement in 2021
Intangible assets
Other
Total deferred tax asset
before transfer (net)
Less: Derecognition due
to transfer
Total deferred tax asset
(net)
4. Investments in subsidiaries
Cost
At 1 January 2021
At 31 December 2021
Additions
Disposals
At 31 December 2022
Impairment losses
At 1 January 2021
At 31 December 2021
At 31 December 2022
Net book value at 31 December 2022
Net book value at 31 December 2021
As at 1
January
2022
Income
statement
Other
-
compre
hensive
income
As at 31
December
2022
Loans to group companies(a)
£ million
£ million
31 Dec 2022
31 Dec 2021
1,567
1,567
1,537
1,537
–
–
–
–
13
13
(1)
–
(1)
(1)
13
12
As at 1
January
2021
Income
statement
Other
compre
-
hensive
income
As at 31
December
2021
(a) Loans to group companies are interest-bearing at market rates and are
unsecured and repayable on demand.
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, 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.
6. Trade and other current receivables
4
5
9
(706)
(5)
(712)
–
–
–
(702)
–
(702)
702
–
£ million
73,803
76,062
50
–
76,112
(5)
(5)
(5)
76,107
76,057
Amounts due from group companies(b)
Taxation and social security
£ million
£ million
31 Dec 2022
31 Dec 2021
142
93
235
154
—
154
(b) Amounts due from group companies are mainly interest-bearing amounts that
are repayable on demand. Other amounts are interest-free and settled
monthly.
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, 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.
7. 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
£ million
31 Dec 2022
31 Dec 2021
3,000
5,807
–
25
8,832
3,000
3,447
13
23
6,483
(c) Amounts owed 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.
210
Unilever Annual Report and Accounts 2022 | Financial Statements
Notes to the Company Accounts Unilever PLC
-
8. Financial liabilities
9C. Other reserves
Other reserves relate to treasury shares and shares held in trust.
Current
Bonds and other loans
Non-current
Bonds and other loans
Derivatives
Total
£ million
£ million
31 Dec 2022
31 Dec 2021
–
550
1,832
34
1,866
1,536
–
2,086
Treasury shares
1 January
Change during the year:
Acquired as part of Unification
Repurchase of shares
Utilisations and transfer of shares
31 December
£ million
£ million
2022
(2,581)
2021
(2)
–
–
(1,295)
(2,581)
–
2
(3,876)
(2,581)
The fair value of the bonds at 31 December 2022 was £1,597 million
(2021: £1,965 million).
Analysis of bonds and other loans
£350 million 1.125% Notes 2022 (£)
£250 million 1.375% Notes 2024 (£)
£250 million 1.875% Notes 2029 (£)
£500 million 1.500% Notes 2026 (£)
€650 million 1.500% Notes 2039 (€)
£300 million 2.125% Notes 2028 (£)(d)
Commercial Paper (£)
£ million
£ million
31 Dec 2022
31 Dec 2021
–
250
247
498
572
265
–
350
250
248
497
542
–
200
1,832
2,086
(d) The 2.125% note includes £(34) million (2021: £Nil) fair value adjustment
following the fair value hedge accounting of fixed-for-floating interest rate
swaps.
9. Capital and funding
The Company’s capital and funding strategy is described in note 15
of the consolidated financial statements.
9A. Called up share capital
The called up share capital amounting to £82 million at 31 December
2022 (31 December 2021: £82 million) consists of 2,629,243,772 (2021:
2,629,243,772) ordinary shares.
Information on the called up and paid up capital is given in note 15A
of the consolidated financial statements.
9B. Share premium account
During 2022, as part of a share buyback programme, Unilever PLC
repurchased 34,217,605 ordinary shares which are held as treasury
shares. Consideration paid for the repurchase including transaction
costs was £1,295 million which is recorded within other reserves.
PLC holds 97,193,750 (31 December 2021: 62,976,145) of its own ordinary
shares. These were held as treasury shares within other reserves.
Shares held in trust
1 January
Change during the year:
Transferred from NV
Other purchases and utilisations
£ million
£ million
2022
(213)
–
–
67
2021
(269)
–
–
56
31 December
(146)
(213)
PLC holds 2,727,097 (2021: 4,453,244) of its own ordinary shares via the
employee share ownership trust.
9D. Retained profit
1 January
Profit for the year(e)
Other comprehensive income for the year
Cancellation of shares
Increase due to share capital reduction
Other movements
Dividends paid(f)
31 December
£ million
£ million
2022
24,751
2,988
3
–
–
2021
5,828
4,380
–
18,400
(12)
(16)
(3,704)
(3,841)
24,026
24,751
1 January
Change during the year:
Issuance of ordinary shares
Decrease due to share capital reduction
£ million
£ million
2022
2021
47,125
65,525
–
–
–
(18,400)
(e) Profit for the year includes loss on disposal of intangible assets of £119 million
paid by the Company to Unilever IP Holdings B.V. Further to the IP Swap
transactions in 2021 and in line with the swap agreement, a true-up was
carried out to settle amounts with respect to certain IP that led to an unequal
transfer of IP assets between the companies.
(f) Further details are given in note 8 to the consolidated financial statements on
page 172.
31 December
47,125
47,125
9E. Profit appropriation
Share premium is the excess of the consideration received over the
nominal value of the shares issued.
On 15 June 2021, the High Court of Justice of England and Wales
approved the reduction of share premium by an amount of £18,400
million which has led to a decrease in share premium and a
corresponding increase in the amount of profit retained.
Profit for the year(g)
Dividends(h)
To profit retained
£ million
£ million
2022
2,988
2021
4,380
(2,783)
(2,855)
205
1,525
(g) Profit for the year includes loss on disposal of intangible assets of £119 million
paid by the Company to Unilever IP Holdings B.V. Further to the IP Swap
transactions in 2021 and in line with the swap agreement, a true-up was
carried out to settle amounts with respect to certain IP that led to an unequal
transfer of IP assets between the companies.
(h) The dividend to be paid in March 2023 (see note 15) is not included in the 2022
dividend amount.
Unilever Annual Report and Accounts 2022 | Financial Statements
211
- Notes to the Company Accounts Unilever PLC
10. Treasury risk management
The Company is exposed to market risks from its use of financial
instruments, the management of which is described in note 16B on
pages 188 to 191 in the consolidated financial statements.
Market risks
Currency risk
The Company's functional and presentational currency is pound
sterling, however the Company is exposed to loans and amounts due
from or owed to the group companies, and bonds that are
denominated in other currencies. The Company's exposure for holding
monetary assets and liabilities in currencies other than its functional
currency is £36 million (2021: £45 million). The Company entered into
derivatives to mitigate the foreign currency risk but does not apply
hedge accounting.
Currency sensitivity analysis
The sensitivity analysis below details the Company's sensitivity to a
10% change in the foreign currencies against the pound sterling. These
percentages represent management's assessment of the possible
changes in the foreign exchange rates at the respective year-ends.
The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the
period-end for the above percentage change in foreign currency rates.
A 10% strengthening of the foreign currencies against the pound
sterling would have led to approximately an additional £4 million gain
in the income statement (2021: £5 million gain).
A 10% weakening of the foreign currencies against the pound sterling
would have led to an equal but opposite effect.
Interest rate risk
The Company is exposed to interest rate risks on its interest-bearing
loans and amounts due from or owed to the group companies,
commercial papers and bonds issued which are swapped to floating
rate. Increases in benchmark interest rates would increase the interest
income and interest cost.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the
exposure to interest rates at the statement of financial position date.
At 31 December 2022, the Company had £300 million (2021: £Nil) of
outstanding fixed to float interest rate swaps on which fair value hedge
accounting is applied.
The following changes in the interest rates represent management's
assessment of the possible change in interest rates at the respective
year-ends:
Assuming that all variables remain constant, a 1.0 percentage point
increase in floating interest rates on a full-year basis as at 31 December
2022 would have led to an additional £79 million of finance cost (2021:
£12 million additional finance cost).
A 1.0 percentage point decrease in floating interest rate on a full-year
basis would have an equal but opposite effect.
11. Transactions with related parties
A related party is a person or entity that is related to PLC. These include
both people and entities that have, or are subject to, the influence or
control of PLC. Information on key management personnel has been
given in note 23 of the consolidated financial statements.
The following related party transactions took place during the year
with subsidiaries:
Turnover
Royalties
Services
Others
Dividends received
Loans and related interest
Global IPR and service cost
£ million
£ million
2022
2021
104
107
111
285
3,237
(79)
(248)
2,421
(44)
(474)
Information on guarantees given by PLC to group companies is given in
note 12 of the Company Accounts.
12. Contingent liabilities and financial commitments
The total amount of guarantees is £32,631 million (2021: £30,942
million).
This consists of guarantees relating to:
■ The long-term debt issued by group companies such as Unilever
Finance Netherlands B.V. and Unilever Capital Corporation, which are
joint with Unilever United States, Inc.
■ Commercial paper issued by Unilever Finance Netherlands B.V. and
Unilever Capital Corporation under the USCP programme, which are
on joint and several basis with Unilever United States, Inc.
■ Commercial paper issued by Unilever Finance Netherlands B.V. under
the multi-currency ECP programme.
■ Group companies obligations to the UK and Netherlands pension
funds and of the group captive insurance company; and
■ Certain borrowings and derivatives of the other group companies.
There are also certain financial commitments which are not included in
the total amount of guarantees because they do not currently relate to
existing liabilities or cannot be quantified:
■ PLC and Unilever United States, Inc. have guaranteed the standby
facilities of $5,200 million and €2,550 million (2021: $7,965 million) for
the group companies which were undrawn as at 31 December 2022
and 2021. The additional undrawn credit facilities of €1,500 million as
at 31 December 2021 were cancelled in 2022;
■ The joint and several liability undertakings issued by NV in
accordance with Article 2:403 of the Dutch Civil Code for almost all
of its Dutch group companies were withdrawn by means of filings
with the Dutch Trade Register on 27 November 2020, being the last
practicable date prior to the effective date of the cross-border merger
between NV and PLC. With effect from the date of the cross-border
merger, PLC issued a guarantee confirming PLC’s liability for any
residual liability referred to in Article 2:404 (2) of the Dutch Civil Code
of NV remaining after the withdrawal of such undertakings, to the
extent that such liability did not transfer in the cross-border
merger; and
■ PLC has guaranteed some contingent consideration of group
companies relating to past business acquisitions and financial
commitments including indemnities arising from past business
disposals; and certain global and regional contracts
The likelihood of all of these guarantees and financial commitments
being called upon is considered to be remote and so the fair value is
deemed to be immaterial.
The following related party balances existed with group companies at
31 December.
13. Remuneration of auditors
Trading and other balances due from/(to)
subsidiaries
Loans due from/(to) subsidiaries
£ million
£ million
31 Dec 2022
31 Dec 2021
(5,665)
(3,312)
(1,433)
(1,463)
The parent company accounts of Unilever PLC are required to comply
with the Companies (Disclosure of Auditor Remuneration and Liability
Limitation Agreements) Regulations 2008. For details of the
remuneration of the auditors, please refer to note 25 of the
consolidated financial statements.
Refer to notes 5, 6 and 7 for an explanation of these balances.
14. Remuneration of Directors
Information about the remuneration of Directors is given in the tables
noted as audited in the Directors' Remuneration Report on pages 109 to
131. Information on key management compensation is provided in note
4A to the consolidated financial statements on page 161.
212
Unilever Annual Report and Accounts 2022 | Financial Statements
-
Notes to the Company Accounts Unilever PLC
15. Post-balance sheet events
Dividend
On 9 February 2023 the Directors announced a dividend of £0.3812 per
PLC ordinary share. Dividends will be paid out of retained profit. The
dividend is payable on 21 March 2023 to shareholders registered at the
close of business on 24 February 2023.
Ordinary share capital issuance
On 27 January 2023, following a block listing of 5,000,000 ordinary
shares of 3 1/9 pence each made in December 2022, an initial tranche
of 50,000 new ordinary shares was issued by Unilever PLC to meet its
obligations under employee share schemes.
Unilever Annual Report and Accounts 2022 | Financial Statements
213
-
Group Companies
As at 31 December 2022
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December
2022 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 224. 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 224.
See page 205 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
Nominal
Value
Share
Class
Note
Name of
Undertaking
Nominal
Value
Share
Class
Note
Algeria – Zone Industrielle Hassi Ameur Oran 31000
Unilever Algérie SPA (72.50)
DZD1,000.00
Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires
Arisco S.A.
Unilever De Argentina S.A.
Club de beneficios S.A.U.
Argentina – Mendoza km 7/8 – Pocitos, San Juan
Helket S.A.
ARS1.00
ARS1.00
ARS1.00
ARS1.00
Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires
Gronextar S.A.
ARS1.00
Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires
Urent S.A.
Australia – 219 North Rocks Road, North Rocks NSW 2151
Ben & Jerry’s Franchising Australia Limited
TIGI Australia Pty Limited
Unilever Australia (Holdings) Pty Limited
Unilever Australia Group Pty Limited
Unilever Australia Limited
Unilever Australia Supply Services Limited
Unilever Australia Trading Limited
ARS1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD2.7414
AUD1.00
AUD1.00
AUD1.00
Australia – 111-115 Chandos Street, Crows Nest, NSW 2065
Dermalogica Holdings Pty Limited
Dermalogica Pty Limited
AUD1.00
AUD2.00
Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000
Paula's Choice International Australia Pty Limited
AUD0.01
Austria – Stella-Klein-Löw Weg 13, 1023 Wien
Delico Handels GmbH
Kuner Nahrungsmittel GmbH
TIGI Handels GmbH
ULPC Handels GmbH
EUR36,336.42
EUR36,336.42
EUR36,336.42
EUR218,018.50
Unilever Austria GmbH
EUR10,000,000.00
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong
Unilever Bangladesh Limited (60.75)
BDT100.00
Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217
Unilever Consumer Care Limited (81.98)
BDT10.00
Belgium – Industrielaan 9, 1070 Brussels
Unilever Belgium NV/SA
No Par Value
Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba
Unilever Andina Bolivia S.A.
BS100.00
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
BRL1.00
Brazil – Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE
1
1
1
1
1
1
1
1
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
5
Cicanorte Industria de Conservas Alimenticas S.A.
BRL2.80
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila
Olimpia, São Paulo, Zip Code 04547-006
E-UB Comércio Limitada
BRL1.00
Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20,
Parte, Centro, Zip Code 13.271-900
Unilever Logistica Serviços Limitada
BRL1.00
1
5
5
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B,
Vila Gertrudes, Zip Code 04794-000, São Paulo/SP
Unilever Brasil Gelados Limitada
BRL1.00
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila
Gertrudes, Zip Code 04794-000, São Paulo/SP
Unilever Brasil Limitada
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
BRL1.00
Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000
Mãe Terra Produtos Naturais Limitada
BRL1.00
Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo
Smart Home Comércio E Locação De
Equipamentos S.A (50.01)
No Par Value
Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro
Campo Belo CEP 04614-010
Ole Franquia Limitada
BRL1.00
5
5
5
5
1
1
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro
Vila Olimpia, São Paulo, Zip Code 04547-006
Compra Agora Serviços Digitais Limitada
BRL1.00
Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1
Unilever Bulgaria EOOD
BGN1,000.00
Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona
Unilever Ice Cream Bulgaria EOOD
BGN 5,000.00
Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara
Phnom Penh Capital
Unilever (Cambodia) Limited
KHR20,000.00
5
1
1
1
Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon
Territory, Y1A 4Z7
Dermalogica (Canada) Limited
No Par Value
Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5
Dollar Shave Club Canada, Inc.
CAD0.01
Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1
Seventh Generation Family & Home ULC
No Par Value
Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2
4012208 Canada Inc.
No Par Value
Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2
Unilever Canada Inc.
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
6
7
7
7
8
9
10
11
12
Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC,
V6E 0C5
Hourglass Cosmetics Canada Limited
No Par Value
1
214
Unilever Annual Report and Accounts 2022 | Financial Statements
Group Companies
As at 31 December 2022
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December
2022 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 224. 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 224.
See page 205 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.
Group Companies
Name of
Undertaking
Nominal
Value
Share
Class
Note
Name of
Undertaking
Canada – Suite 1700, Park Place, 666 Burrard Street, Vancouver BC, V6C 2X8
Unilever-Cote D’Ivoire (99.78)
Nominal
Value
Share
Class
Note
XOF5,000.00
1
Elida Beauty Canada Inc.
USD0.01
Chile – Av. Las Condes 11.000 Piso 4-5, Vitacura
Unilever Chile Limitada
China – Room 1001, No. 398, Caoxi Road (N), Xuhui District, Shanghai,
200030
7
13
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
XOF10,000.00
Croatia – Strojarska cesta 20, 10000 Zagreb
Unilever Hrvatska d.o.o.
HRK1.00
1
1
Blueair (Shanghai) Sales Co. Limited
CNY1.00
1
Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa
Subsidiary undertakings included in the consolidation
China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo
City, Zhejiang Province
Name of
Undertaking
Nominal
Value
Share
Class
Note
Name of
Undertaking
Nominal
Value
Share
Class
Note
Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires
Unilever Brasil Gelados Limitada
Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires
Gertrudes, Zip Code 04794-000, São Paulo/SP
ARS1.00
Unilever Brasil Limitada
Australia – 219 North Rocks Road, North Rocks NSW 2151
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, Zip
Algeria – Zone Industrielle Hassi Ameur Oran 31000
Unilever Algérie SPA (72.50)
DZD1,000.00
Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires
Arisco S.A.
Unilever De Argentina S.A.
Club de beneficios S.A.U.
Argentina – Mendoza km 7/8 – Pocitos, San Juan
Helket S.A.
Gronextar S.A.
Urent S.A.
Ben & Jerry’s Franchising Australia Limited
TIGI Australia Pty Limited
Unilever Australia (Holdings) Pty Limited
Unilever Australia Group Pty Limited
Unilever Australia Limited
Unilever Australia Supply Services Limited
Unilever Australia Trading Limited
ARS1.00
ARS1.00
ARS1.00
ARS1.00
ARS1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD2.7414
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD2.00
Cicanorte Industria de Conservas Alimenticas S.A.
BRL2.80
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila
Olimpia, São Paulo, Zip Code 04547-006
E-UB Comércio Limitada
BRL1.00
Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20,
Parte, Centro, Zip Code 13.271-900
Unilever Logistica Serviços Limitada
BRL1.00
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B,
Vila Gertrudes, Zip Code 04794-000, São Paulo/SP
BRL1.00
BRL1.00
BRL1.00
BRL1.00
BRL1.00
Code 04794-000, São Paulo/SP
Unilever Brasil Industrial Limitada
Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000
Mãe Terra Produtos Naturais Limitada
Smart Home Comércio E Locação De
Equipamentos S.A (50.01)
No Par Value
Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro
Campo Belo CEP 04614-010
Ole Franquia Limitada
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro
Vila Olimpia, São Paulo, Zip Code 04547-006
Australia – 111-115 Chandos Street, Crows Nest, NSW 2065
Compra Agora Serviços Digitais Limitada
BRL1.00
Dermalogica Holdings Pty Limited
Dermalogica Pty Limited
Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1
Unilever Bulgaria EOOD
BGN1,000.00
Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000
Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona
Paula's Choice International Australia Pty Limited
AUD0.01
Austria – Stella-Klein-Löw Weg 13, 1023 Wien
Phnom Penh Capital
Unilever Ice Cream Bulgaria EOOD
BGN 5,000.00
Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara
Delico Handels GmbH
Kuner Nahrungsmittel GmbH
TIGI Handels GmbH
ULPC Handels GmbH
EUR36,336.42
EUR36,336.42
EUR36,336.42
EUR218,018.50
Unilever (Cambodia) Limited
KHR20,000.00
Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon
Territory, Y1A 4Z7
Dermalogica (Canada) Limited
No Par Value
Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5
Unilever Austria GmbH
EUR10,000,000.00
Dollar Shave Club Canada, Inc.
CAD0.01
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong
Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1
Unilever Bangladesh Limited (60.75)
BDT100.00
Seventh Generation Family & Home ULC
No Par Value
Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217
Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2
Unilever Consumer Care Limited (81.98)
BDT10.00
Belgium – Industrielaan 9, 1070 Brussels
Unilever Belgium NV/SA
No Par Value
Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba
Unilever Andina Bolivia S.A.
BS100.00
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
4012208 Canada Inc.
Unilever Canada Inc.
Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
BRL1.00
V6E 0C5
Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC,
1
5
5
5
5
5
5
1
1
5
1
1
1
6
7
7
7
8
9
10
11
12
1
1
1
1
1
1
1
1
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
5
Ningbo Hengjing Inspection Technology Co.,
Limited (67.71)
CNY1.00
China – No.78, Binhai 2 Avenue, Hangzhou Bay New District, Ningbo, 315336
Qinyuan Group Co. Limited (67.71)
CNY1.00
China – Room 744, 9F, No. 583 Lingling Road, Xuhui District, Shanghai, 200030
Shanghai Qinyuan Environment Protection
Technology Co. Limited (67.71)
CNY1.00
China – No.33 North Fuquan Road, Shanghai, 200335
Unilever (China) Investing Company Limited
USD1.00
China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone,
Hefei, 230601
Unilever (China) Company Limited
Unilever Services (Hefei) Co. Limited
USD1.00
CNY1.00
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin
Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo
China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076
Unilever (Tianjin) Company Limited
USD1.00
China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District,
Shanghai
Unilever Foods (China) Co. Limited
USD1.00
China – No. 166, Lihua Avenue West, Qinglong Town, Pengshan District,
Meishan City, Sichuan province 620800
Unilever (Sichuan) Company Limited
USD1.00
Wall`s (China) Co. Limited
USD1.00
China – No. 358, Xingci 1 Road, Hangzhou Bay, New District, Ningbo, 315336
Zhejiang Qinyuan Water Treatment Technology
Co. Limited (67.71)
CNY1.00
China – Room 326, 3rd Floor, Xinmao Building, No.2 South Taizhong Road
South, Shanghai Free Trade Zone
Unilever Trading (Shanghai) Co. Limited
CNY1.00
China – Floor 1, Building 2, No.33, North Fuquan Road, Shanghai, 200335
Shanghai CarverKorea Limited
USD1.00
China- 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai
Paula's Choice (Shanghai) Trading Co. Limited
CNY10,000,000
CNY10,000,000
China- Room 1436, No.1256\1258, Wanrong Road, Jing'an District, Shanghai
Paula's Choice (Shanghai) Technology Co. Limited
CNY20,000,000
China- Zibian 2105, No.63, Mingzhu Avenue (North), Conghua District,
Guangzhou City
Unilever (Guangzhou) Co. Limited
CNY1.00
CNY20,000,000
1
1
1
1
1
1
1
1
1
1
1
1
1
8
9
8
9
1
China- 5/F, Block 1, Qunjia Building, 366 Shengkang Road, Jiubao Sub-district,
Shangcheng District, Hangzhou
GoUni (Hangzhou) Trading Co., Limited
CNY20,000,000
China – Room 407, No 1256&1258 Wan Rong Road, Shanghai
UPD China Limited
CNY1.00
Colombia – Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, Bogotá
Unilever Andina Colombia Limitada
ULeX Colombia S.A.S.
COP100.00
COP100.00
1
1
1
1
Costa Rica – De la intersección Cariari, 400 mts. Oeste y 800 mts al Norte, frente
a sede Testigos de Jehová, Planta Industrial Lizano, Heredia, Belén, La
Asunción de Belén
Unilever de Centroamerica S.A.
CRC1.00
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.
CRC1.00
1
1
Brazil – Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE
Hourglass Cosmetics Canada Limited
No Par Value
1
Cote D’Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi
214
Unilever Annual Report and Accounts 2022 | Financial Statements
Unilever Annual Report and Accounts 2022 | Financial Statements
Unilever Suchel, S.A. (60)
USD1,000.00
56
Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion
Industrial Zone – Nicosia
Unilever Tseriotis Cyprus Limited (84)
EUR1.00
Czech Republic – Voctářova 2497/18, 180 00 Praha 8
Unilever ČR, spol. s r.o.
UNILEVER RETAIL ČR, spol. s r.o.
CZK210,000.00
CZK100,000.00
Denmark – Ørestads Boulevard 73, 2300 København S
Unilever Danmark A/S
DKK1,000.00
Denmark – Petersmindevej 30, 5000 Odense C
Unilever Produktion ApS
Djibouti-Haramous, BP 169
Unilever Djibouti FZCO Limited
DKK100.00
USD200.00
Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo
Domingo
Unilever Caribe, S.A.
DOP1,000.00
Ecuador – Km 25 Vía a Daule, Guayaquil
Unilever Andina Ecuador S.A.
USD1.00
1
1
1
1
1
1
1
1
Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th
of October City, Giza
Unilever Mashreq for Manufacturing and Trading
(SAE)
Unilever Egypt for Shared Consultations Services
Egypt – Public Free Zone, Alexandria
EGP10.00
EGP10.00
Unilever Mashreq International Company
USD1,000.00
Egypt – 14 May Bridge, Sidi Gaber, Smouha – Alexandria
Unilever Mashreq Trading LLC (in liquidation)
Commercial United for Import and Export LLC
EGP1000.00
EGP1000.00
Egypt – 15 Sphinx Square, El-Mohandsin, Giza
Unilever Mashreq for Import and Export LLC
EGP100.00
Egypt- Borg El-Arab, Alexandria
Fine Foods Egypt SAE (in liquidation)
Egypt- Shooting Club, Dokki, Giza
United Beverages (in liquidation)
EGP10.00
EGP10.00
El Salvador – Local 19 Nivel 19, Edificio Torre Futura, Calle El Mirador y 87
avenida norte, Colonia Escalón, San Salvador
Unilever El Salvador, SCC S.A. de C.V.
Unilever de Centro America S.A. de C.V.
USD1.00
USD11.00
1
1
5
5
1
1
1
1
1
1
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
Associated Enterprises Limited°
CPC (UK) Pension Trust Limited
Dollar Shave Club Limited
Elida Beauty Limited
GroNext Technologies Limited°
Hourglass Cosmetics UK Limited
Margarine Union (1930) Limited°
GBP0.01
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP5.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
1
1
1
1
1
14
1
16
1
1
1
1
1
18
68
215
Group Companies
Name of
Undertaking
MBUK Trading Limited
Mixhold Investments Limited
ND4A Limited
TIGI Holdings Limited
Toni & Guy Products Limited°
UAC International Limited
UML Limited
Unidis Forty Nine Limited
Unilever Assam Estates 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
Unilever Group Limited°
Unilever South India Estates Limited°
Unilever S.K. Holdings 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°
Nominal
Value
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.001
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
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
GBP10.00
GBP10.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
Share
Class
Note
69
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
15
1
1
1
1
1
2
3
23
24
2
3
21
1
1
England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH
BBG Investments (France) Limited (in liquidation)
GBP1.00
Unilever Australia Investments Limited (in
liquidation)
Unilever Australia Partnership Limited (in
liquidation)
Unilever Innovations Limited (in liquidation)
TIGI Limited (in liquidation)
GBP1.00
GBP1.00
GBP0.10
GBP1.00
1
1
1
1
1
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
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
1
1
1
1
1
1
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive,
Dorking Road, Leatherhead, Surrey, KT22 8JB
Dermalogica (UK) Limited
GBP1.00
England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU
Twenty Nine Capital Partners Limited Partnership
∞ (80)
Unilever Ventures III Limited Partnership
∞
(86.25)
England and Wales – Union House, 182-194 Union Street, London, SE1 0LH
REN Skincare Limited
REN Limited
Murad Europe Limited
216
GBP1.00
GBP0.01
GBP1.00
1
4
4
1
1
1
1
79
84
1
1
1
1
1
1
1
1
Name of
Undertaking
Nominal
Value
Share
Class
Note
England and Wales – 3 St James's Road, Kingston Upon Thames, Surrey, KT1
2BA
Nature Delivered Limited
Marshfield Bakery Limited
England and Wales – 1 More Place, London, SE1 2AF
Accantia Health and Beauty Limited (in
liquidation)
Unidis Sixty Four Limited (in liquidation)
Unilever Bestfoods UK Limited (in liquidation)
GBP0.001
GBP0.001
GBP0.001
GBP0.01
GBP0.25
GBP1.00
GBP1.00
England and Wales – C/O TMF Group, 8th Floor, 20 Farringdon Street, London,
EC4A 4AB
Twenty Nine Capital Partners (General Partner)
Limited◊
Unilever Ventures Limited
GBP1.00
GBP1.00
England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD
Unilever Global IP Limited °
GBP1.00
England and Wales – Suite 1, 3rd Floor, 11-12 St. James` Square, London,
SW1Y 4LB
Paula`s Choice UK Limited
GBP1.00
England and Wales – Nightingale House, 46-48 East Street, Epsom, Surrey,
KT17 1HQ
Brand Evangelists for Beauty Limited∆ (80.30)
(100)
(100)
(66.47)
GBP1.00
GBP1.00
GBP1.00
GBP1.00
2
58
86
71
Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216
Unilever Eesti AS
EUR6.30
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
Unilever Manufacturing PLC
ETB1,000.00
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)
Elida Beauty France S.A.S. (99.99)
Fralib Sourcing Unit S.A.S. (99.99)
Saphir S.A.S. (99.99)
Tigi Services France S.A.S. (99.99)
U-Labs S.A.S. (99.99)
Unilever France S.A.S. (99.99)
Unilever France Holdings S.A.S. (99.99)
Unilever France HPC Industries S.A.S. (99.99)
EUR16.82
EUR100.00
No Par Value
No Par Value
EUR1.00
No Par Value
EUR1.00
No Par Value
No Par Value
No Par Value
EUR1.00
EUR1.00
Unilever Retail Operations France (99.99)
No Par Value
France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex
Intuiskin S.A.S.
EUR1.00
France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny
Amora Maille Societe Industrielle S.A.S. (99.99)
No Par Value
France – 42, rue Jean de La Fontaine , Paris, 75016
Laboratoire Garancia
UPD EU
EUR62.50
EUR1.00
Germany – Wiesenstraße 21. 40549 Düsseldorf
Dermalogica GmbH
EUR25,000.00
Germany – Spitaler Straße 16, 20095 Hamburg
ProCepta Service GmbH
EUR28,348.00
Germany – Neue Burg 1, 20457 Hamburg
DU Gesellschaft für Arbeitnehmerüberlassung
mbH (99.99)
NU Business GmbH
Unilever Deutschland GmbH
DEM50,000.00
EUR25,000.00
EUR90,000,000.00
EUR2,000,000.00
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 2022 | Financial Statements
Group Companies
Name of
Undertaking
Unilever Deutschland Holding GmbH
Unilever Deutschland Produktions Verwaltungs
GmbH
Unilever Deutschland Supply Chain Services
GmbH
Dollar Shave Club GmbH
T2 Germany GmbH
Germany – Langnesestraße 1, 64646 Heppenheim
Maizena Grundstücksverwaltung Gesellschaft mit
beschränkter Haftung & Co. offene
Handelsgesellschaft
EUR1,000,000.00
EUR 100.000,00
EUR39,000.00
EUR18,000.00
EUR14,300.00
EUR5,200.00
EUR6,500.00
EUR179,000.00
EUR51,150.00
EUR25,000.00
EUR1.00
Share
Class
Note
69
Name of
Undertaking
2BA
Nature Delivered Limited
England and Wales – 3 St James's Road, Kingston Upon Thames, Surrey, KT1
Nominal
Value
Share
Class
Note
GBP0.001
GBP0.001
GBP0.001
GBP0.01
1
79
84
1
Marshfield Bakery Limited
England and Wales – 1 More Place, London, SE1 2AF
Accantia Health and Beauty Limited (in
liquidation)
Unidis Sixty Four Limited (in liquidation)
Unilever Bestfoods UK Limited (in liquidation)
England and Wales – C/O TMF Group, 8th Floor, 20 Farringdon Street, London,
Twenty Nine Capital Partners (General Partner)
Unilever Ventures Limited
Unilever Global IP Limited °
England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD
England and Wales – Suite 1, 3rd Floor, 11-12 St. James` Square, London,
EC4A 4AB
Limited◊
SW1Y 4LB
KT17 1HQ
(100)
(100)
(66.47)
Group Companies
Name of
Undertaking
MBUK Trading Limited
Mixhold Investments Limited
ND4A Limited
TIGI Holdings Limited
Toni & Guy Products Limited°
UAC International Limited
UML Limited
Unidis Forty Nine Limited
Unilever Assam Estates 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
Unilever Group Limited°
Unilever South India Estates Limited°
Unilever S.K. Holdings 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°
Unilever Australia Investments Limited (in
liquidation)
liquidation)
Unilever Australia Partnership Limited (in
Unilever Innovations Limited (in liquidation)
TIGI Limited (in liquidation)
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
Nominal
Value
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.001
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
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
GBP10.00
GBP10.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.10
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.01
GBP1.00
23
24
21
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
3
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
4
1
1
1
England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH
BBG Investments (France) Limited (in liquidation)
GBP1.00
England and Wales – Unilever House, Springfield Drive, Leatherhead, KT22 7GR
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive,
Dorking Road, Leatherhead, Surrey, KT22 8JB
Dermalogica (UK) Limited
England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU
Twenty Nine Capital Partners Limited Partnership
∞ (80)
4
Unilever Ventures III Limited Partnership ∞ (86.25)
England and Wales – Union House, 182-194 Union Street, London, SE1 0LH
REN Skincare Limited
REN Limited
Murad Europe Limited
Cogesal-Miko S.A.S. (99.99)
Elida Beauty France S.A.S. (99.99)
Fralib Sourcing Unit S.A.S. (99.99)
Saphir S.A.S. (99.99)
Tigi Services France S.A.S. (99.99)
U-Labs S.A.S. (99.99)
Unilever France S.A.S. (99.99)
Unilever France Holdings S.A.S. (99.99)
Unilever France HPC Industries S.A.S. (99.99)
Unilever Retail Operations France (99.99)
No Par Value
France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex
Intuiskin S.A.S.
EUR1.00
France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny
Amora Maille Societe Industrielle S.A.S. (99.99)
No Par Value
France – 42, rue Jean de La Fontaine , Paris, 75016
Laboratoire Garancia
UPD EU
EUR62.50
EUR1.00
Germany – Wiesenstraße 21. 40549 Düsseldorf
Dermalogica GmbH
EUR25,000.00
Germany – Spitaler Straße 16, 20095 Hamburg
ProCepta Service GmbH
EUR28,348.00
Germany – Neue Burg 1, 20457 Hamburg
DU Gesellschaft für Arbeitnehmerüberlassung
mbH (99.99)
NU Business GmbH
Unilever Deutschland GmbH
DEM50,000.00
EUR25,000.00
EUR90,000,000.00
EUR2,000,000.00
GBP0.25
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
EUR6.30
EUR16.82
EUR100.00
No Par Value
No Par Value
EUR1.00
No Par Value
EUR1.00
No Par Value
No Par Value
No Par Value
EUR1.00
EUR1.00
2
58
86
71
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
1
1
1
Rizofoor Gesellschaft mit beschränkter Haftung
EUR15,350.00
15
Paula`s Choice UK Limited
England and Wales – Nightingale House, 46-48 East Street, Epsom, Surrey,
Schafft GmbH
Brand Evangelists for Beauty Limited∆ (80.30)
Unilever Deutschland Produktions GmbH & Co.
OHG
Germany – Rotebühlplatz 21, 70178 Stuttgart
TIGI Eurologistic GmbH
Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216
TIGI Haircare GmbH
Unilever Eesti AS
Germany – Wiesenstr. 21, 40549 Düsseldorf
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
Unilever Manufacturing PLC
ETB1,000.00
Finland – Post Box 254, 00101 Helsinki
Unilever Finland Oy
Unilever Ingman Production Oy
Living Proof GmbH
Murad GmbH
Ren GmbH
Ghana – Swanmill, Kwame Nkrumah Avenue, Accra
Millers Swanzy (Ghana) Limited
EUR138,150.00
EUR63,920.00
EUR100,000.00
EUR100.00
EUR24,900.00
EUR25,600.00
EUR1.00
EUR1.00
EUR1.00
GHC1.00
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema
Bestfoods France Industries S.A.S. (99.99)
Unilever Ghana PLC (74.50)
GHC0.0192
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
GHC2.250
EUR10.00
EUR10.00
EUR10.00
Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre
Norte Ed. Interamericas World Financial Center
Unilever de Centroamerica S.A.
GTQ60.00
Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville
Les Condiments Alimentaires, S.A. (61)
HTG1000.00
Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las
Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
Unilever de Centroamerica S.A.
HNL10.00
1
Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai
Blueair Asia Limited
HKD0.10
1
Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate, N.T.
1
Unilever Hong Kong Limited
Hong Kong-Room 66, Unit 1111, 11/F, Silvercord Tower 2, 30 Canton Road, Tsim
Sha Tsui, Kowloon
HKD0.10
Hourglass Cosmetics Hong Kong Limited
Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road,
Admiralty
Hong Kong CarverKorea Limited
HKD1.00
Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay
UPD Hong Kong Limited
HKD100.00
Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay
Go-Uni Limited (67)
USD21.072.300.00
1
7
1
1
216
Unilever
Annual Report and Accounts 2022 | Financial Statements
Unilever Annual Report and Accounts 2022 | Financial Statements
Nominal
Value
Share
Class
Note
Name of
Undertaking
Nominal
Value
Share
Class
Note
1
1
1
1
1
1
1
1
1
1
1
4
1
1
1
1
4
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty
Paula's Choice Hong Kong Limited
Paula's Choice Hong Kong Distribution Services
Limited
Hungary – 1138-Budapest, Váci út 121-127.
Unilever Magyarország Kft
HKD1.00
HKD1.00
HUF1.00
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai
400099
Daverashola Estates Private Limited (61.90)
Hindlever Trust Limited (61.90)
Hindustan Unilever Limited (61.90)
°
Jamnagar Properties Private Limited (61.90)
Lakme Lever Private Limited (61.90)
Levers Associated Trust Limited (61.90)
Levindra Trust Limited (61.90)
Pond’s Exports Limited (61.90)
Unilever India Limited (61.90)
Unilever India Exports Limited (61.90)
Unilever Industries Private Limited°
Unilever Ventures India Advisory Private Limited
India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi
INR10.00
INR10.00
INR1.00
INR10.00
INR10.00
INR10.00
INR10.00
INR1.00
INR10.00
INR10.00
INR10.00
INR1.00
Blueair India Private Limited
INR10. 00
India – C/o.Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel,
Mumbai, Maharashtra, 400012
Jech India Private Limited
INR10. 00
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
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 (99.99)
IDR2.00
IDR1,000.00
PT Unilever Trading Indonesia
IDR1,003,875.00
Indonesia – Gedung Pasaraya Blok M Gedung B Lantai 6 dan 7 Jalan
Iskandarsyah II no. 2, DKI Jakarta
PT Gerai Cepat Untung (86)
IDR100,000.00
Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas,
Kabupaten Simalungun 21183, Sumatera Utara
PT Unilever Oleochemical Indonesia
IDR1,000,000.00
Iran – No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran
Unilever Iran (Private Joint Stock Company)
IRR1,000,000.00
Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus,
Dublin 24
Lipton Soft Drinks (Ireland) Limited
Unilever Ireland (Holdings) Limited
Unilever Ireland Limited
EUR1.26
EUR1.26
EUR1.26
Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Rational International Enterprises Limited
USD1.00
Israel – 3 Gilboa St., Airport City, Ben Gurion Airport
Beigel & Beigel Mazon (1985) Limited
ILS1.00
Israel – 52 Julius Simon Street, Haifa, 3296279
Bestfoods TAMI Holdings Ltd
Israel Vegetable Oil Company Ltd
Unilever Israel Foods Ltd
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
ILS0.001
ILS0.0001
ILS0.10
ILS0.10
ILS0.10
ILS0.0002
ILS1.00
ILS0.0001
ILS1.00
ILS1.00
ILS1.00
ILS1.00
Israel – Park Zvaim Industrial Area, Beit Shean / Correspondance:
PO Box 787, Beit Shean, 1171601
1
1
1
1
1
1
1
1
1
1
1
1
1
35
79
17
25
1
1
1
30
1
31
217
1
1
1
1
1
1
1
1
1
1
1
1
1
5
1
1
1
1
7
1
1
Group Companies
Name of
Undertaking
Dollar Shave Club Israel Limited
Italy – Piazza Paleocapa 1/D, 10100, Torino
Nominal
Value
NIS0.10
Gromart S.R.L.
EUR1,815,800.00
Italy – Via Crea 10, 10095, Grugliasco
G.L.L. S.R.L. (51)
Italy – Via Tortona 25, cap 20144 – Milano
Intuiskin S.R.L.
Italy – Viale Sarca 235, 20126 Milan
EUR1.00
EUR10,000.00
Unilever Italia Administrative Services S.R.L.
EUR70,000.00
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 – Via Plava, 74 10135 Torino
Equilibra S.R.L. (75)
Armores Srl (75)
Syrio Srl (75)
EUR600,000.00
EUR10,000,000.00
EUR25,000,000.00
EUR1,000.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE)
P2P S.r.l (50)
Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 –
Milano
UPD Italia S.r.l.
EUR10,000.00
Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578
Unilever Japan Customer Marketing K.K.
JPY100,000,001.00
Unilever Japan Holdings G.K.
Unilever Japan K.K.
Unilever Japan Service K.K.
Rafra Japan K.K.
JPY10,000,000.00
JPY100,000,001.00
JPY50,000,000.00
JPY20,000,000.00
Japan – Level 20 Marunouchi Trust Tower – Main, 8-3, Marunouchi 1-chome,
Chiyoda-ku, Tokyo
UPD Japan K.K.
Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT
Unilever Chile Investments Limited
GBP1.00
Jordan – Ground floor- Office No.1, GH24 Building, Business Park, Development
Zone, Amman
Unilever Jordan for Marketing Services
JOD1000.00
Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty
Unilever Kazakhstan LLP
Kenya – Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi
Unilever Kenya Limited°
KES20.00
Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul
Unilever Korea Chusik Hoesa
KRW10,000.00
Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul
CARVERKOREA Co., Limited (97.47)
KRW500.00
Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul
Paula's Choice Korea, Limited
KRW1.00
1
4
1
1
7
1
Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan
Thong Village, Sisattanak District, Vientiane Capital
Unilever Services (Lao) Sole Co. Limited
LAK80,000.00
Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010
Unilever Baltic LLC
EUR1.00
Lebanon – Sin El Fil, Zakher Building, Floor 4, Beirut
Unilever Levant s.a.r.l.
LBP1,000,000.00
Lithuania – Skuodo st. 28, Mazeikiai, LT-89100
UAB Unilever Lietuva distribucija
UAB Unilever Lietuva ledu gamyba
EUR3,620.25
EUR3,620.25
Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi
Unilever South East Africa (Private) Limited
MWK2.00
Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The
Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur
1
1
1
1
1
1
Share
Class
Note
Name of
Undertaking
Unilever (Malaysia) Holdings Sdn. Bhd.
Unilever (Malaysia) Services Sdn. Bhd.
Unilever Malaysia Aviance Sdn. Bhd.
Nominal
Value
No Par Value
No Par Value
No Par Value
Share
Class
Note
1
1
1
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.
NA Sourcing West S. de R.L. de C.V.
Moldova – 6A Uzinelor Street, Kishinev, MD -2023
Betty Ice Moldova S.R.L.
MDL7,809,036.00
Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca
Unilever Maghreb S.A.
MAD100.00
Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo
Unilever Mocambique Limitada
USD0.01
Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe
Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411
Unilever (Myanmar) Limited
Unilever (Myanmar) Services Limited
MMK11,129,679,6
00.00
MMK2,000,000.00
Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial
Zone 3, Hlaing Thar Yar Township, Yangon, 11401.
Unilever EAC Myanmar Company Limited (60)
Nepal – Basamadi, Hetanda – 3, Makwanpur
MMK500,000,000,
000. 00
Unilever Nepal Limited (53.75)
NPR100.00
Netherlands – Weena 455, 3013 AL Rotterdam
Alberto-Culver Netherlands B.V.
Argentina Investments B.V.
BFO Holdings B.V.
Brazinvest B.V.
Chico-invest B.V.
Doma B.V.
Handelmaatschappij Noorda B.V.
Hourglass Cosmetics Europe B.V.
Unilever Foods & Refreshments Global B.V.
Itaho B.V.
Lipoma B.V.
Marga B.V.
Mavibel (Maatschappij voor Internationale
Beleggingen) B.V.
Mexinvest B.V.
Mixhold B.V.°
N.V. 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.
EUR1.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR455.00
NLG1,000.00
NLG1,000.00
EUR1.00
EUR453.78
EUR1.00
NLG1,000.00
EUR1.00
EUR1.00
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
4
4
4
4
4
4
4
4
1
1
1
1
1
1
1
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
2
3
26
1
27
1
1
1
1
1
1
1
1
1
218
Unilever
Annual Report and Accounts 2022 | Financial Statements
Nominal
Value
NLG1,000.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1,800.00
NLG1,000.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR454.00
EUR460.00
EUR1.00
EUR1.00
EUR1.00
EUR453.79
EUR1.00
EUR0.10
EUR0.10
Non-voting†
NLG1,000.00
NLG1,000.00
EUR454.00
EUR453.78
Group Companies
Group Companies
Name of
Undertaking
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 Employment Services B.V.
Unilever Europe B.V.
Unilever Europe Business Center B.V.
Unilever Finance International B.V.
Unilever Finance Netherlands B.V.o
FoodServiceHub B.V.
Unilever Global Services B.V.
Unilever Holdings B.V.
Unilever IP Holdings B.V.
Unilever Indonesia Holding B.V.
Unilever Insurances N.V.
Unilever International Holdings B.V. °
Unilever Netherlands Retail Operations B.V.
Unilever Nederland Holdings B.V.
Unilever Nederland Services B.V.
Unilever PL Netherlands B.V.
Unilever Turkey Holdings B.V.
Unilever US Investments B.V.°
Unilever Ventures Holdings B.V.
Univest Company B.V.
UNUS Holding B.V.
Verenigde Zeepfabrieken B.V.
Wemado B.V.
Netherlands – Hofplein 19 3032 AC Rotterdam
Unilever Nederland B.V.
Netherlands – Valkweg 2 7447JL Hellendoorn
Ben en Jerry’s Hellendoorn B.V.
Netherlands – Markhek 5, 4824 AV Breda
De Korte Weg B.V.
Name of
Undertaking
Dollar Shave Club Israel Limited
Italy – Piazza Paleocapa 1/D, 10100, Torino
Share
Class
Note
Name of
Undertaking
Nominal
Value
NIS0.10
Unilever (Malaysia) Holdings Sdn. Bhd.
Unilever (Malaysia) Services Sdn. Bhd.
Share
Class
Note
Nominal
Value
No Par Value
No Par Value
No Par Value
Gromart S.R.L.
EUR1,815,800.00
Unilever Malaysia Aviance Sdn. Bhd.
Italy – Via Crea 10, 10095, Grugliasco
Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán,
EUR1.00
EUR10,000.00
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.
Unilever Italia Administrative Services S.R.L.
EUR70,000.00
G.L.L. S.R.L. (51)
Intuiskin S.R.L.
Italy – Via Tortona 25, cap 20144 – Milano
Italy – Viale Sarca 235, 20126 Milan
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 – Via Plava, 74 10135 Torino
Equilibra S.R.L. (75)
Armores Srl (75)
Syrio Srl (75)
P2P S.r.l (50)
Milano
UPD Italia S.r.l.
Unilever Japan Holdings G.K.
Unilever Japan K.K.
Unilever Japan Service K.K.
Rafra Japan K.K.
Chiyoda-ku, Tokyo
UPD Japan K.K.
EUR600,000.00
EUR10,000,000.00
EUR25,000,000.00
EUR1,000.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR10,000.00
JPY10,000,000.00
JPY100,000,001.00
JPY50,000,000.00
JPY20,000,000.00
Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE)
Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 –
Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578
Unilever (Myanmar) Limited
Unilever Japan Customer Marketing K.K.
JPY100,000,001.00
Unilever (Myanmar) Services Limited
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.
NA Sourcing West S. de R.L. de C.V.
Moldova – 6A Uzinelor Street, Kishinev, MD -2023
Betty Ice Moldova S.R.L.
MDL7,809,036.00
Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca
Unilever Maghreb S.A.
MAD100.00
Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo
Unilever Mocambique Limitada
USD0.01
Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe
Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411
Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial
Zone 3, Hlaing Thar Yar Township, Yangon, 11401.
Unilever EAC Myanmar Company Limited (60)
Nepal – Basamadi, Hetanda – 3, Makwanpur
Netherlands – Weena 455, 3013 AL Rotterdam
Alberto-Culver Netherlands B.V.
Japan – Level 20 Marunouchi Trust Tower – Main, 8-3, Marunouchi 1-chome,
Unilever Nepal Limited (53.75)
NPR100.00
Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT
Unilever Chile Investments Limited
GBP1.00
Jordan – Ground floor- Office No.1, GH24 Building, Business Park, Development
Argentina Investments B.V.
Zone, Amman
Unilever Jordan for Marketing Services
JOD1000.00
Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty
Unilever Kazakhstan LLP
Kenya – Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi
Handelmaatschappij Noorda B.V.
Unilever Kenya Limited°
KES20.00
Hourglass Cosmetics Europe B.V.
Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul
Unilever Foods & Refreshments Global B.V.
Unilever Korea Chusik Hoesa
KRW10,000.00
Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul
CARVERKOREA Co., Limited (97.47)
KRW500.00
Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul
Mavibel (Maatschappij voor Internationale
Paula's Choice Korea, Limited
KRW1.00
Mexinvest B.V.
Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan
Mixhold B.V.°
Thong Village, Sisattanak District, Vientiane Capital
BFO Holdings B.V.
Brazinvest B.V.
Chico-invest B.V.
Doma B.V.
Itaho B.V.
Lipoma B.V.
Marga B.V.
Beleggingen) B.V.
N.V. Elma
New Asia B.V.
Nommexar B.V.
Ortiz Finance B.V.
Pabulum B.V.
Rizofoor B.V.
Rolon B.V.
Saponia B.V.
ThaiB1 B.V.
Rolf von den Baumen’s Vetsmelterij B.V.
Unilever Services (Lao) Sole Co. Limited
LAK80,000.00
Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010
Unilever Baltic LLC
EUR1.00
Lebanon – Sin El Fil, Zakher Building, Floor 4, Beirut
Unilever Levant s.a.r.l.
LBP1,000,000.00
Lithuania – Skuodo st. 28, Mazeikiai, LT-89100
UAB Unilever Lietuva distribucija
UAB Unilever Lietuva ledu gamyba
EUR3,620.25
EUR3,620.25
Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi
Unilever South East Africa (Private) Limited
MWK2.00
Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The
Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur
1
1
1
4
4
4
4
4
4
4
4
1
1
1
1
1
1
1
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
2
3
1
1
1
1
1
1
1
1
1
26
1
27
MMK11,129,679,6
00.00
MMK2,000,000.00
MMK500,000,000,
000. 00
EUR1.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR455.00
NLG1,000.00
NLG1,000.00
EUR1.00
EUR453.78
EUR1.00
NLG1,000.00
EUR1.00
EUR1.00
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
1
1
1
1
1
1
1
1
1
1
1
1
1
5
1
1
1
1
7
1
1
1
4
1
1
7
1
1
1
1
1
1
1
Netherlands – Bronland 14, 6708 WH Wageningen
Unilever Innovation Centre Wageningen B.V.
EUR460.00
Netherlands- Grote Koppel 7, 3813 AA Amersfoort
Paula's Choice Europe B.V.
EUR1.00
Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY
(Registered Seat: Rotterdam)
Unilever Overseas Holdings B.V.
NLG1,000.00
New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023
Ben & Jerry’s Franchising New Zealand Limited
No Par Value
Unilever New Zealand Limited
NZD2.00
Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300
Mts Norte, Managua
Unilever de Centroamerica S.A.
NIC50.00
Niger – BP 10272 Niamey
Unilever Niger S.A. (88.81)
Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos
Unilever Nigeria Plc (75.97)
West Africa Popular Foods Nigeria Limited (51)
Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu
Unilever Norge AS
XOF10,000.00
NGN0.50
NGN1.00
NOK100.00
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530
Unilever Pakistan Foods Limited (76.57)
PKR10.00
1
1
1
1
1
1
1
1
1
1
1
218
Unilever
Annual Report and Accounts 2022 | Financial Statements
Unilever Annual Report and Accounts 2022 | Financial Statements
EUR1.00
EUR1.00
Non-voting†
1
26
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
2
3
1
1
1
1
Share
Class
Note
Name of
Undertaking
Unilever Pakistan Limited (99.29)
(71.78)
Delivery Hub (Private) Limited (64.13)
Nominal
Value
PKR50.00
PKR100.00
PKR10.00
Share
Class
Note
1
14
1
1
1
Palestine – Ersal St. Awad Center P.O. Box 3801 Al-Beireh, Ramallah
Unilever Market Development Company (in
liquidation)
ILS1.00
Palestine – Jamil Center, Al-Beireh, Ramallah
Unilever Agencies Limited (99) (in liquidation)
JOD1.00
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.
USD1.00
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.
No Par Value
Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio
Aymac II, Asunción
Unilever de Paraguay S.A.
PYG1,000,000.00
Peru – Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18
Unilever Andina Perú S.A.
PEN1.00
Philippines – Linares Road, Gateway Business Park, Gen. Trias, Cavite
1
1
1
1
Metrolab Industries, Inc.
PHP1.00
PHP10.00
7
14
Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner
2nd Avenue, Bonifacio Global City, Taguig City
Unilever Philippines, Inc.
PHP50.00
Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio
Global City, Taguig City
Universal Philippines Body Care, Inc.
PHP100.00
7
7
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.
Manggahan, Pasig City
Unilever RFM Ice Cream, Inc. (50)
PHP1.00
29
Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City,
Barangay Fort Bonifacio, Taguig 1634, Metro Manila
Gronext Technologies Phils., Inc.
Poland – Jerozolimskie 134, 02-305, Warszawa
Unilever Polska Sp. z o.o.
Unilever Poland Services Sp. z o.o.
Unilever Polska S.A.
PHP1.00
PLN50.00
PLN50.00
PLN10.00
Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan
Unilever de Puerto Rico, Inc°
USD100.00
Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO BOX 49
Unilever Qatar LLC
QAR1,000.00
Romania – Ploiesti, 291 Republicii Avenue, Prahova County
Unilever Romania S.A. (99)
Unilever South Central Europe S.A.
Romania – 121 Cernăuţi Street, Suceava 720089
Betty Ice SRL
ROL0.10
ROL260.50
RON10.00
1
1
1
1
1
1
1
1
1
Romania – 9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd
District, Bucuresti
Good People SA (75)
RON10.00
1
Russia – 644031, 205, 10 let Oktyabrya, Omsk
Inmarko-Trade LLC
RUB
1,000,000.00
Russia – 123022, Floor 7, Premise 19, Room 36, 13, Sergeya Makeeva Street,
Moscow
Unilever Rus LLC
RUB
28,847,390, 269.19
13
13
Russia – Tula region, Leninsky district, Ilyinskoye rural settlement, Varvarovka
village, Varvarovsky pass, Building 15-F, Room 406, Floor 3
Gourmand LLC
RUB10,000.00
Rwanda – Sanlam Towers, P.O.Box 973, Kigali
Unilever Rwanda Limited
Saudi Arabia – PO Box 5694, Jeddah 21432
Binzagr Unilever LimitedX (49)
RWF 1,000
SAR1,000.00
4
1
1
219
Group Companies
Name of
Undertaking
Nominal
Value
Share
Class
Note
Name of
Undertaking
Nominal
Value
Share
Class
Note
Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd
Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen
13
Oswald Nahrungsmittel GmbH
CHF800,000.00
Unilever Beograd d.o.o.
Singapore – 18 Nepal Park, 139407
Unilever Asia Private Limited
Unilever Singapore Pte. Limited
UPD Singapore Pte. Limited
Gronext Technologies Pte. Ltd.
No Par Value
No Par Value
SGD1.00
No Par Value
Slovakia – Karadzicova 10, 821 08 Bratislava
Unilever Slovensko, spol. s. r.o.
EUR1.00
South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office
Estate, La Lucia, 4051
Unilever Market Development (Pty) Limited
Unilever South Africa (Pty) Limited
Unilever South Africa Holdings (Pty) Limited
ZAR1.00
ZAR2.00
ZAR1.00
ZAR1.00
ZAR1.00
South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road
Sandton, 2196
Aconcagua 14 Investments (RF) (Pty) Limited
ZAR1.00
Spain – PA / Reding, 43, Izda 1, 29016 Malaga
Intuiskin S.L.U.
Spain – C/ Tecnología 19, 08840 Viladecans
Unilever Espana S.A.
Spain – C/ Felipe del Río, 14 – 48940 Leioa
EUR1.00
EUR48.00
Unilever Foods Industrial Espana, S.L.U.
EUR600.00
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
Unilever Merchandising Private Limited
Ceytea (Private) Limited
Lever Brothers (Exports and Marketing) (Private)
Limited°
Maddema Trading Company (Private) Limited
Premium Exports Ceylon (Private) Limited
R.O. Mennell & Co. (Ceylon) (Private) Limited
Unilever Ceylon Services (Private) Limited
Unilever Lipton Ceylon Limited
Unilever Sri Lanka Limited°
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori
Unilever Sudanese Investment Company
SDG10,000.00
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 – Bahnhofstrasse 19, CH 8240 Thayngen
SEK100.00
SEK100.00
SEK50.00
SEK100.00
SEK100.00
SEK1.00
SEK1.00
Knorr-Nährmittel Aktiengesellschaft
Unilever Schweiz GmbH
CHF1,000.00
CHF100,000.00
Switzerland – Spitalstrasse 5, 8200, Schaffhausen
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
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
1
1
1
1
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
1
1
1
1
1
1
1
1
Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City
Unilever Taiwan Limited (99.92)
TWD10.00
Taiwan – 8 F-1 & 8F-2, No. 186, Sec. 1, Zhangmei Rd., Changhua City, Changhua
County 50062, Taiwan (R.O.C.)
Paula's Choice Taiwan Co., Limited
NTD10.00
Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, P.O. Box 40383
Unilever Tanzania Limited
Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310
Unilever Thai Holdings Limited
Gronext Technologies Thailand Limited
Unilever Thai Trading Limited
TZS20.00
THB100.00
THB100.00
THB100.00
1
1
1
1
1
Thailand – 12 A Floor Unit B1-B2, Office No. 1225, 989 Siam Piwat Tower, Rama I
Road, Pathumwan Sub-district, Pathumwan District, Bangkok 10330
UPD (Thailand) Co. Limited
THB100.00
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. (97.44)
Unilever Maghreb Export S.A.
Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
UTIC Distribution S.A.X (49)
TTD1.00
TND6.00
TND5.00
TND10.00
Turkey – Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye –
İstanbul
Unilever Gida Sanayi ve Ticaret AŞo (99.98)
Unilever Sanayi Ve Ticaret Türk Aşo (99.98)
TRY0.01
TRY0.01
Besan Besin Sanayi ve Ticaret AŞ (99.99)
Dosan Konserve Sanayi ve Ticaret AŞ (99.64)
Unilever Hizli Tuketim Urunleri Satis Pazarlama ve
Ticaret Anonim Sirketi
TRY0.01
TRY0.01
TRY0.01
Turkey – İçerenköy Mahallesi, Topçu İbrahim Sokak, Quick Tower
Sitesi, No:8-10D, Ataşehir, İstanbul
Gronext Teknoloji Bilişim Ticaret A.Ş.
TRY1.00
1
1
1
1
1
1
1
1
1
1
1
Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, P.O.
Box 3515, Kampala
Unilever Uganda Limited
UGX20.00
1
Ukraine – 04119, 27-T, Letter A, Dehtyarivska Str., Kyiv
Unilever Ukraine LLC
United Arab Emirates – PO Box 17053, Jebel Ali, Dubai
Severn Gulf FZCOX (50)
Unilever Gulf FZE
UAH
1,151,329,851
AED100,000.00
AED1,000,000.00
United Arab Emirates – Office No.1, Easa Saleh AlGurg Building, Bur Dubai –
AlKarama, Dubai
Unilever Binzagr Gulf General Trading LLCX (50)
Unilever General Trading LLC
AED1,000.00
AED1,000.00
13
1
1
1
1
United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib
2
Unilever Home & Personal Care Products
Manufacturing LLCX (49)
AED1,000.00
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Alberto-Culver Company
Alberto-Culver International, Inc.
Alberto-Culver (P.R.), Inc. (in liquidation)
Alberto-Culver USA, Inc.
BC Cadence Holdings, Inc.
Beautypedia, LLC
Ben & Jerry’s Gift Card, LLC
Chesebrough-Pond’s Manufacturing Company (in
liquidation)
Conopco, Inc.
Kate Somerville Holdings, LLC
No Par Value
USD1.00
No Par Value
No Par Value
USD0.01
No Par Value
USD1.00
1
1
1
1
1
1
13
13
1
7
13
220
Unilever
Annual Report and Accounts 2022 | Financial Statements
Spain – C/ Felipe del Río, 14 – 48940 Leioa
Turkey – Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye –
Murad LLC
13
Ben & Jerry’s Franchising, Inc.
United States – 1090 King Georges Post Road, Suite 505 Edison, NJ 08837
Ben & Jerry’s Homemade, Inc.
USD1.00
USD1.00
Nominal
Value
Share
Class
Note
13
13
1
13
13
13
1
13
1
1
13
1
13
13
7
13
13
13
USD120.00
No Par Value
USD0.01
No Par Value
USD10.00
Group Companies
Name of
Undertaking
Kate Somerville Skincare LLC
The Laundress, LLC
Pantresse, Inc.
Paula's Choice, LLC
Skin Health Experts, LLC
Kensington & Sons, LLC
St. Ives Laboratories, Inc.
Kirei Intermediate Holdings, LLC
TIGI Linea Corp
Unilever AC Canada Holding, Inc.
Unilever Bestfoods (Holdings) LLC
UPD (Thailand) Co. Limited
THB100.00
Unilever United States Foundation, Inc.
South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road
Sandton, 2196
Trinidad & Tobago – Eastern Main Road, Champs Fleurs
Unilever Caribbean Limited (50.01)
Aconcagua 14 Investments (RF) (Pty) Limited
ZAR1.00
Tunisia – Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis
Spain – PA / Reding, 43, Izda 1, 29016 Malaga
Unilever Tunisia S.A. (97.44)
Intuiskin S.L.U.
EUR1.00
Unilever Maghreb Export S.A.
Spain – C/ Tecnología 19, 08840 Viladecans
Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
Unilever Espana S.A.
EUR48.00
UTIC Distribution S.A.X (49)
Unilever United States, Inc.
Unilever Ventures Advisory LLC
US Health & Wellbeing LLC
United States- 1535 Beachey Pl Carson, CA 90746
USD0.3333
No Par Value
Dermalogica, LLC
United States- 2121 Park Place, First Floor El Segundo, CA 90245
Unilever Capital Corporation
USD1.00
Unilever North America Supply Chain Company,
LLC
Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd
Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen
Nominal
Value
Share
Class
Note
Name of
Undertaking
Nominal
Value
Share
Class
Note
Group Companies
Name of
Undertaking
Unilever Beograd d.o.o.
Singapore – 18 Nepal Park, 139407
Unilever Asia Private Limited
Unilever Singapore Pte. Limited
UPD Singapore Pte. Limited
Gronext Technologies Pte. Ltd.
Slovakia – Karadzicova 10, 821 08 Bratislava
Unilever Slovensko, spol. s. r.o.
Estate, La Lucia, 4051
Unilever Market Development (Pty) Limited
Unilever South Africa (Pty) Limited
Unilever South Africa Holdings (Pty) Limited
South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office
13
Oswald Nahrungsmittel GmbH
CHF800,000.00
Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City
Unilever Taiwan Limited (99.92)
TWD10.00
Taiwan – 8 F-1 & 8F-2, No. 186, Sec. 1, Zhangmei Rd., Changhua City, Changhua
County 50062, Taiwan (R.O.C.)
Paula's Choice Taiwan Co., Limited
Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, P.O. Box 40383
Unilever Tanzania Limited
Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310
Unilever Thai Holdings Limited
Gronext Technologies Thailand Limited
Unilever Thai Trading Limited
Thailand – 12 A Floor Unit B1-B2, Office No. 1225, 989 Siam Piwat Tower, Rama I
Road, Pathumwan Sub-district, Pathumwan District, Bangkok 10330
Unilever Foods Industrial Espana, S.L.U.
EUR600.00
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
Unilever Merchandising Private Limited
Ceytea (Private) Limited
Lever Brothers (Exports and Marketing) (Private)
Limited°
Maddema Trading Company (Private) Limited
Premium Exports Ceylon (Private) Limited
R.O. Mennell & Co. (Ceylon) (Private) Limited
Unilever Ceylon Services (Private) Limited
Unilever Lipton Ceylon Limited
Unilever Sri Lanka Limited°
Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori
Unilever Sudanese Investment Company
SDG10,000.00
Sweden – Box 1056, Svetsarevägen 15, 171 22, Solna Stockholm
Alberto Culver AB
Unilever Holding AB
Unilever Produktion AB
Unilever Sverige AB
Blueair AB
Jonborsten AB
İstanbul
Unilever Gida Sanayi ve Ticaret AŞo (99.98)
Unilever Sanayi Ve Ticaret Türk Aşo (99.98)
Besan Besin Sanayi ve Ticaret AŞ (99.99)
Dosan Konserve Sanayi ve Ticaret AŞ (99.64)
Unilever Hizli Tuketim Urunleri Satis Pazarlama ve
Ticaret Anonim Sirketi
Turkey – İçerenköy Mahallesi, Topçu İbrahim Sokak, Quick Tower
Sitesi, No:8-10D, Ataşehir, İstanbul
Gronext Teknoloji Bilişim Ticaret A.Ş.
TRY1.00
Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, P.O.
Ukraine – 04119, 27-T, Letter A, Dehtyarivska Str., Kyiv
United Arab Emirates – PO Box 17053, Jebel Ali, Dubai
Box 3515, Kampala
Unilever Uganda Limited
Unilever Ukraine LLC
Severn Gulf FZCOX (50)
Unilever Gulf FZE
AlKarama, Dubai
UGX20.00
UAH
1,151,329,851
13
AED100,000.00
AED1,000,000.00
Sweden – Karlavagen 108, 115 26 Stockholm
Unilever Binzagr Gulf General Trading LLCX (50)
SEK100.00
Unilever General Trading LLC
Sweden – Karlavagen 108, 115 26, Stockholm
United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Sweden – Nordenskioldgatan 19, 413 09 Goteborg
Nature Delivered Sweden AB
Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen
Knorr-Nährmittel Aktiengesellschaft
Unilever Schweiz GmbH
CHF1,000.00
CHF100,000.00
Switzerland – Spitalstrasse 5, 8200, Schaffhausen
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
2
Unilever Home & Personal Care Products
Manufacturing LLCX (49)
Alberto-Culver Company
Alberto-Culver International, Inc.
Alberto-Culver (P.R.), Inc. (in liquidation)
Alberto-Culver USA, Inc.
BC Cadence Holdings, Inc.
Beautypedia, LLC
Ben & Jerry’s Gift Card, LLC
liquidation)
Conopco, Inc.
Kate Somerville Holdings, LLC
Chesebrough-Pond’s Manufacturing Company (in
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
7
13
NTD10.00
TZS20.00
THB100.00
THB100.00
THB100.00
TTD1.00
TND6.00
TND5.00
TND10.00
TRY0.01
TRY0.01
TRY0.01
TRY0.01
TRY0.01
AED1,000.00
AED1,000.00
AED1,000.00
No Par Value
USD1.00
No Par Value
No Par Value
USD0.01
No Par Value
USD1.00
No Par Value
No Par Value
SGD1.00
No Par Value
EUR1.00
ZAR1.00
ZAR2.00
ZAR1.00
ZAR1.00
ZAR1.00
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
SEK100.00
SEK100.00
SEK50.00
SEK100.00
SEK1.00
SEK1.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
1
1
1
1
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
1
1
1
1
1
1
REN USA Inc.
United States – 125 S Clark, Suite 2000, Chicago, IL 60603
Blueair Inc.
No Par Value
No Par Value
United States – 2816 S. Kilbourne Avenue, Chicago IL 60624
Unilever Illinois Manufacturing, LLC
United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109
Unilever Manufacturing (US), Inc.
United States – 40 Merritt Boulevard, Trumbull, CT 06611
Unilever Trumbull Holdings, Inc.
Unilever Trumbull Research Services, Inc.
United States – 233 Bleecker Street, New York, 10014
USD1.00
USD1.00
USD1.00
Carapina LLC (in liquidation)
Grom Columbus LLC (in liquidation)
Grom Malibu LLC (in liquidation)
Hollywood LLC (in liquidation)
Spatula LLC (in liquidation)
United Arab Emirates – Office No.1, Easa Saleh AlGurg Building, Bur Dubai –
United States – 60 Lake Street, Suite 3N, Burlington, VT 05401
Seventh Generation Canada, Inc.
Seventh Generation, Inc.
No Par Value
USD0.001
United States – 13335 Maxella Ave. Marina del Rey, CA 90292
Dollar Shave Club, Inc.
Personal Care Marketing & Research Inc
USD0.001
USD 1.00
United States – 2711 Centerville Road, Suite 400, Wilmington, Delaware
Grom Franchising LLC (In Liquidation)
United States- 251 Little Falls Drive, Wilmington, DE 19808
Beautypedia, LLC
Paula's Choice Acquisitionco, Inc.
Paula's Choice Holdings, Inc.
Paula's Choice, Inc.
USD0.01
USD0.01
USD0.001
United States – 55 East 59th Street, New York, 10022
Intuiskin Inc.
No Par Value
United States – CTC 1209 Orange Street Wilmington, DE19801
Living Proof, Inc.
Nature Delivered, Inc.
USD0.01
USD0.01
7
1
13
1
7
1
13
13
13
13
13
7
7
13
7
13
13
7
7
22
1
1
7
220
Unilever
Annual Report and Accounts 2022 | Financial Statements
Unilever Annual Report and Accounts 2022 | Financial Statements
Nominal
Value
Share
Class
Note
Name of
Undertaking
Nirvana Holdco LLC
Nirvana Intermediate LLC
Nutraceutical Wellness, Inc.
The Uncovery, LLC
7
7
7
13
13
13
13
13
7
4
7
7
7
7
13
7
United States – 1241 Electric Avenue, Venice CA 90291
Kingdom Animalia, LLC
United States – 11 Ranick Drive South, Amityville, NY 11701
Sundial Brands, LLC
Madam C.J. Walker Enterprises, LLC
Nyakio, LLC
United States – 1169 Gorgas Avenue, Suite A, San Francisco CA 94129
Olly Public Benefit Corporation
USD0.00001
United States – 208 Utah Street, Suite 300, San Francisco, CA, 94103
Tatcha, LLC
United States – 777 S Aviation Blvd, El Segundo, CA 90245
The LIV Group, Inc.
No Par Value
13
United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292
SmartyPants, Inc.
USD0.00001
United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129
Welly Health PBC
USD0.00001
United States- 30 Community Drive, South Burlington, Vermont 05403
United States – 1675 South Street, Suite B, City of Dover, DE 19901
Onnit Academy, LLC
Onnit Labs, Inc.
USD0.0001
United States- 8 The Green STE R, City of Dover, Kent County, Delaware, 19901
Brand Evangelists for Beauty Inc.∆ (80.30)
(100)
(100)
(66.47)
Uruguay – Camino Carrasco 5975, Montevideu
Unilever Uruguay SCC S.A.
Uruguay- Luis Bonavita 1294, Montevideo
Unilever America Latina S.A.
GBP1.00
GBP1.00
GBP1.00
GBP1.00
UYU1.00
UYU1.00
Venezuela – Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los
Chaguaramos, Urbanización La Castellana, Caracas
Unilever Andina Venezuela S.A.
Bs1.00
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
VND863,104,820,0
00.00
2
58
86
71
1
1
1
13
Vietnam – No.156, Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi
Minh City
Unicorn Market Place Vietnam Company Limited
VND4,600,000,000.
00
Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show
Grounds, Lusaka
Unilever South East Africa Zambia Limited
ZMK2.00
ZMK2.00
Zimbabwe – 2 Stirling Road, Workington, Harare
Unilever – Zimbabwe (Pvt) Limited∆
ZWD0.002
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION
Austria – Rochusgasse 4, 5020, Salzburg
NATURAL EVOLUTION GmbH
EUR100.00
Australia – PO Box H237, Australia Square, NSW 1215
Brand Evangelists for Beauty Pty Ltd ∆ (80.30)
(100)
(100)
(66.47)
13
34
1
1
1
2
58
86
71
221
Group Companies
Name of
Undertaking
Nominal
Value
Share
Class
Note
Name of
Undertaking
Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep
04792-000, Sao Paulo
Uflexreward Holdings LimitedΔ (99.1)
England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way,
London, W14 0EE
Unileverprev Sociedade De Previdencia Privada
13
SCA Investments Limited∆◊ (15.61)
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY
Uflexreward Limited
GBP0.001
35
(25.19)
(3.65)
GBP0.001
GBP0.001
GBP0.001
India – Ground Floor, Plot No 57, Industrial Area Phase I, Chandigarh 160002
(26.72)
England and Wales – 1 More London Place, London, SE1 2AF
Unidis Twenty Six Limited (in liquidation)
Lever Brothers Port Sunlight Limited (in
liquidation)
GBP1.00
GBP1.00
England and Wales – c/o TMF Group, 8th Floor, 20 Farringdon Street, London,
EC4A 4AB
Unilever Ventures General Partner Limited◊
GBP1.00
1
1
1
Haiti – Port-au-Prince
Unilever Haiti S.A.
HTG500,000
56
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400
099
Bhavishya Alliance Child Nutrition Initiatives
(61.90)
Hindustan Unilever Foundation (61.90)
INR10.00
INR10.00
1
1
Zywie Ventures Private Limited
INR10.00
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
JMD1.00
KES20.00
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
MMK0.5
Scotland – c/o Brodies LLP, Capital Square 58 Morrison Street, Edinburgh, EH3
8BP
Unilever Ventures (SLP) General Partner Limited◊
GBP1.00
United States – 13335 Maxella Ave. Marina del Rey, CA 90292
DSC Distribution, Inc.
United States – 233 Bleecker Street, New York, 10014
1
1
1
1
7
Grom WTC LLC
Grom Century City LLC
13
13
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
Street, Wilmington, Delaware, 19801. New Castle County
Cocotier, Inc.
ASSOCIATED UNDERTAKINGS
Australia – 33 Cremorne Street, Cremorne, VIC, 3121
USD0.001
7
Share
Class
Note
Nominal
Value
GBP0.001
England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD
Trinny London Limited∆◊ (54.88)
(32.32)
GBP0.01
GBP0.01
England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA
P2i Limited∆◊ (12.89)
(5.44)
(5.44)
(4.20)
(4.20)
(2.44)
(50)
GBP0.0001
GBP0.0001
GBP0.0001
GBP0.0001
GBP0.0001
GBP0.0001
GBP1.0000
1
44
46
52
50
102
80
England and Wales – Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge
Wells, Kent, TN4 8BS
Clean Beauty Co Ltd∆◊ (99.66)
GBP0.0001
GBP0.0001
97
58
England and Wales – C4 Lab Psc Building, Unilever R&D Port Sunlight, Quarry
Road East, Bebington, Wirral, CH63 3JW
Penhros Bio Limited◊ (50)
GBP1.00
1
England and Wales- C/O Bcs Windsor House, Station Court, Station Road,
Great Shelford, Cambridge, Cambridgeshire, England, CB22 5NE
VHSquared Limited◊ (in liquidation) (39.47)
(1.79)
(17.86)
GBP0.01
GBP0.01
1
44
GBP0.01
101
France – 13, avenue Morane Saulnier, 78140 Velizy Villacoublay
Pegase S.A.S. (25)
EUR5,000.00
France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison
Relais D’or Centrale S.A.S. (49.99)
No Par Value
Germany – Beerbachstraße 19, 91183 Abenberg
Hans Henglein & Sohn GmbH ◊ (50)
EUR100,000.00
Henglein & Co. Handels-und Beteiligungs GmbH &
Co. KG◊ (50)
Henglein Geschäftsführungs GmbH◊ (50)
DEM50,000.00
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50)
Germany – Beerbachstruße 37, 17153 Stavenhagen
Henglein NRW GmbH◊ (50)
DEM250,000.00
Germany – Bad Bribaer Straße, 06647 Klosterhäseler
40
41
42
43
77
1
1
1
4
1
4
1
1
SNDR PTY LTD∆◊ (72.98)
No Par Value
58
Henglein GmbH◊ (50)
DEM50,000.00
Australia – Unit 21B, Balnarring Shopping Centre, 3050 Frankston Flinders St,
Balnarring, Victoria, 3926
India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina,
Bandra Kurla, Santacruz East Mumbai, Mumbai 400098
Straand Pty Ltd ∆◊
No Par Value
107
Peel-Works Private Limited∆◊ (48.15)
Bahrain – 161, Road 328, Block 358, Zinj, Manama
Unilever Bahrain Co. W.L.L. (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)
BRL1.00
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia
Canada V7M 3K9
1
5
A&W Root Beer Beverages Canada Inc ◊ (40)
No Par Value
38
(16.67)
(14.65)
India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane.
MH 400607
Pureplay Skin Sciences (India) Private Limited∆◊
(0.1)
(100)
(100)
(6.54)
(8.75)
INR10.00
INR100.00
INR100.00
INR100.00
75
73
64
65
INR100.00
106
Cyprus – 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limited∆ (49)
EUR1.71
3
India – 55 2nd Floor Community Centre, East of Kailash, New Delhi, East Delhi,
DL 110065
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY
Convosight Analytics Private Limited∆◊ (17.96)
INR10.00
73
222
Unilever
Annual Report and Accounts 2022 | Financial Statements
INR30.00
INR30.00
INR30.00
63
70
32
Name of
Undertaking
Nominal
Value
Share
Class
Note
Singapore – 3 Phillip Street, #14-05 Royal Group Building,, 048693
YOU Private Limited∆◊ (33.33)
India – S-2 Plot no. 21, Kartarpura Industrial Area, 22 Godam, Jaipur, RJ 302006
(33.56)
Uprising Science Private Limited∆◊ (2.30)
(27.27)
INR10.00
INR100.00
India – Lotus Grandeur, Captain Sawant Marg, Shastri Nagar, Jogeshwari
West, Mumbai, Maarashtra, 400102
Scentials Beautycare & Wellness Ltd∆◊ (63.43)
(0.10)
Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun
Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat
11630, Provinsi Daerah Khusus Ibukota
PT Anugrah Mutu Bersama◊ (40)
IDR1,000,000.00
Iran – Second floor, No. 23, Corner of 3rd Street, Zagros Street, Argentina
Square, Tehran
Unilever-Golestan Foods (Private Joint Stock
Company)(50.66)
IRR1,000,000.00
Ireland – 70 Sir John Rogersons Quay, Dublin 2
Pepsi Lipton International Limited∆
EUR1.00
EUR1.00
EUR1.00
EUR1.00
75
73
73
75
1
1
52
53
54
55
Singapore – 20A Tanjong Pagar Road, 088443
ESQA∆◊ (60)
Sweden – Sturegatan 38, Stockholm, 11436
SachaJuan Haircare AB∆◊ (69.5)
SEK1.00
United Arab Emirates – P.O. Box 49, Dubai
Al Gurg Unilever LLC (49)
AED1,000.00
United Arab Emirates – Po Box 49, Abu Dhabi
Thani Murshid Unilever LLC (49)
AED1,000.00
United States – c/o Registered Agents Solutions, Inc., 838 Walker Road Suite
21-2, Dover, Kent, DE, 19904
Beauty Bakerie Cosmetics Brand Inc.∆◊ (50.05)
(16.24)
(24.88)
USD0.001
USD0.001
USD0.001
United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent,
Delaware, 19901
Discuss.io Inc.◊ (7.79)
(16.78)
(50.53)
USD0.0001
USD0.0001
USD0.0001
Israel – Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
IB Ventures Limited∆ (99.74)
Japan – #308, 5–4–1, Minami Azabu, Tokyo
ILS1.00
14
Pepsi Lipton Tea Partnership (50)
Food Service Direct Logistics, LLC (40)
Grom Japan K.K.◊ (34) (in liquidation)
JPY50,000.00
1
Luxembourg – 5 Heienhaff, L-1736 Senningerberg
(17.83)
(17.83)
USD0.0001
USD0.0001
United States – c/o The Company Corporation, 251 Little Falls Drive,
Wilmington, DE, New Castle 19808
76
45
73
9
1
1
43
71
93
7
55
58
4
13
55
58
98
6
Group Companies
Name of
Undertaking
(100.00)
(11.11)
Nominal
Value
INR1.00
INR 10.00
Share
Class
Note
99
64
Group Companies
Name of
Undertaking
04792-000, Sao Paulo
Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep
Uflexreward Holdings LimitedΔ (99.1)
Nominal
Value
Share
Class
Note
Name of
Undertaking
Share
Class
Note
Nominal
Value
GBP0.001
England and Wales – c/o TMF Group, 8th Floor, 20 Farringdon Street, London,
England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA
P2i Limited∆◊ (12.89)
England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way,
London, W14 0EE
SCA Investments Limited∆◊ (15.61)
England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD
Trinny London Limited∆◊ (54.88)
Unileverprev Sociedade De Previdencia Privada
13
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY
Uflexreward Limited
GBP0.001
35
England and Wales – 1 More London Place, London, SE1 2AF
Unidis Twenty Six Limited (in liquidation)
Lever Brothers Port Sunlight Limited (in
liquidation)
EC4A 4AB
Unilever Ventures General Partner Limited◊
GBP1.00
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400
HTG500,000
56
Haiti – Port-au-Prince
Unilever Haiti S.A.
099
(61.90)
Bhavishya Alliance Child Nutrition Initiatives
Hindustan Unilever Foundation (61.90)
India – Ground Floor, Plot No 57, Industrial Area Phase I, Chandigarh 160002
(26.72)
Zywie Ventures Private Limited
INR10.00
Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine
GBP1.00
GBP1.00
INR10.00
INR10.00
JMD1.00
KES20.00
(25.19)
(3.65)
(32.32)
(5.44)
(5.44)
(4.20)
(4.20)
(2.44)
(50)
(1.79)
(17.86)
England and Wales – Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge
Wells, Kent, TN4 8BS
Clean Beauty Co Ltd∆◊ (99.66)
England and Wales – C4 Lab Psc Building, Unilever R&D Port Sunlight, Quarry
Road East, Bebington, Wirral, CH63 3JW
Penhros Bio Limited◊ (50)
GBP1.00
1
England and Wales- C/O Bcs Windsor House, Station Court, Station Road,
Great Shelford, Cambridge, Cambridgeshire, England, CB22 5NE
Kenya – Commercial Street, P.O. BOX 40592-00100, Nairobi
VHSquared Limited◊ (in liquidation) (39.47)
Unilever Jamaica Limited
Union East African Trust Limited
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
MMK0.5
Scotland – c/o Brodies LLP, Capital Square 58 Morrison Street, Edinburgh, EH3
8BP
France – 13, avenue Morane Saulnier, 78140 Velizy Villacoublay
Pegase S.A.S. (25)
EUR5,000.00
France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison
GBP0.01
GBP0.01
1
44
GBP0.01
101
United States – 233 Bleecker Street, New York, 10014
DSC Distribution, Inc.
Grom WTC LLC
Grom Century City LLC
Henglein Geschäftsführungs GmbH◊ (50)
DEM50,000.00
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50)
Germany – Beerbachstruße 37, 17153 Stavenhagen
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
Street, Wilmington, Delaware, 19801. New Castle County
USD0.001
7
Australia – 33 Cremorne Street, Cremorne, VIC, 3121
Australia – Unit 21B, Balnarring Shopping Centre, 3050 Frankston Flinders St,
India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina,
Bandra Kurla, Santacruz East Mumbai, Mumbai 400098
No Par Value
58
Henglein GmbH◊ (50)
DEM50,000.00
Henglein NRW GmbH◊ (50)
DEM250,000.00
Germany – Bad Bribaer Straße, 06647 Klosterhäseler
Cocotier, Inc.
ASSOCIATED UNDERTAKINGS
SNDR PTY LTD∆◊ (72.98)
Balnarring, Victoria, 3926
Straand Pty Ltd ∆◊
No Par Value
107
Peel-Works Private Limited∆◊ (48.15)
Bahrain – 161, Road 328, Block 358, Zinj, Manama
Unilever Bahrain Co. W.L.L. (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)
BRL1.00
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia
Canada V7M 3K9
A&W Root Beer Beverages Canada Inc ◊ (40)
No Par Value
38
(16.67)
(14.65)
MH 400607
(0.1)
(100)
(100)
(6.54)
(8.75)
Cyprus – 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limited∆ (49)
EUR1.71
3
DL 110065
India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane.
Pureplay Skin Sciences (India) Private Limited∆◊
GBP0.001
GBP0.001
GBP0.001
GBP0.01
GBP0.01
GBP0.0001
GBP0.0001
GBP0.0001
GBP0.0001
GBP0.0001
GBP0.0001
GBP1.0000
GBP0.0001
GBP0.0001
INR30.00
INR30.00
INR30.00
INR10.00
INR100.00
INR100.00
INR100.00
40
41
42
43
77
1
44
46
52
50
102
80
97
58
4
1
1
1
1
4
1
1
63
70
32
75
73
64
65
1
1
1
1
1
1
1
1
1
7
1
5
13
13
Unilever Ventures (SLP) General Partner Limited◊
GBP1.00
Germany – Beerbachstraße 19, 91183 Abenberg
Oman – PO Box 1711, Ruwi, Postal code 112
United States – 13335 Maxella Ave. Marina del Rey, CA 90292
Hans Henglein & Sohn GmbH ◊ (50)
EUR100,000.00
Towell Unilever LLC (49)
OMR10.00
1
Relais D’or Centrale S.A.S. (49.99)
No Par Value
Capvent Asia Consumer Fund Limited∆ (40.41)
USD0.01
78
Henglein & Co. Handels-und Beteiligungs GmbH &
Co. KG◊ (50)
Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio
Global City, Taguig City, M.M
Helpling Group Holding S.à r.l.∆◊ (98.57)
(2.34)
EUR1.00
EUR1.00
60
33
Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street,
Cyber City, Ebene 72201
Sto Tomas Paco Land Corp∆◊ (40)
(40)
(40)
Cavite Horizons Land, Inc.◊ (35.10)
PHP1.00
PHP10.00
PHP20.00
PHP1.00
PHP10,000.00
7
46
44
7
14
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.
Manggahan, Pasig City
WS Holdings Inc.∆◊
Selecta Walls Land Corp∆◊
PHP1.00
PHP1.00
PHP10.00
29
103
29
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY
Convosight Analytics Private Limited∆◊ (17.96)
INR10.00
73
India – 55 2nd Floor Community Centre, East of Kailash, New Delhi, East Delhi,
Saudi Arabia – PO Box 22800, Jeddah 21416
INR100.00
106
Fima Dressings Unipessoal, Limitada (55)
EUR27,500
Binzagr Unilever Distribution Company Limited
(49)
SAR1,000.00
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, Limitada (55)
EUR4,125,000
EUR550,000
EUR27,500
Transportadora Central do Infante, Limitada (54)
EUR27,000
Unilever Fima, Limitada (55)
EUR14,462,336.00
Victor Guedes – Industria e Comercio, S.A. (55)
EUR275,000
1
5
5
1
5
1
5
1
Equilibria, Inc∆◊ (20.00)
FabFitFun Inc. ∆◊ (68.18)
(7.48)
True Botanicals, Inc∆◊ (3.75)
(41.97)
(14.62)
(29.07)
(16.63)
Yati Inc.∆◊ (4.00)
(100.00)
Perelel, Inc. ∆◊(75)
USD0.00001
USD0.001
USD0.001
100
USD0.0001
USD0.0001
USD0.0001
USD0.0001
USD0.0001
USD0.00001
USD0.00001
USD 0.00001
37
81
82
83
49
62
47
97
United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of
Dover, County of Kent, Delaware
Volition Beauty Inc∆◊ (66.44)
USD0.0001
44
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
Street, Wilmington, Delaware, 19801. New Castle County
Koco Life LLC∆◊(26.19)
(41.15)
New Voices Fund LP◊ (32.90)
Keli Network, Inc.∆◊ (28.24)
32
108
4
88
USD0.0001
United States – c/o A registered agent, Inc, 8 The Green, Ste A, Dover, Kent, DE,
19901
Clean Beauty for All, Inc.∆◊ (22.09)
(41.99)
(62.35)
(67.85)
USD0.0001
USD0.0001
USD0.0001
USD0.0001
United States – c/o United Corporate Services, Inc., 874 Walker Road, Suite C,
Dover, DE, 19904
UOMA Beauty Inc.∆◊ (25)
(70.96)
(49.88)
62
95
51
96
62
95
51
222
Unilever
Annual Report and Accounts 2022 | Financial Statements
Unilever Annual Report and Accounts 2022 | Financial Statements
223
- Group Companies
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: B3 Ordinary, 20: Series
C-1 Pref, 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: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-
Ordinary, 36: Preferred Ordinary, 37: Com, 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: Series B1 CPPS, 46: B Preferred, 47: Series A-5 , 48: Series C-2 Preferred, 49: A-4 Com, 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: Pre Series B CPPS, 65: Series B CPPS, 66: Series C1 CPPS, 67: Series C2, 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 Redeemable Non
Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Not in
use, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96:
Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: INR 1 Series A Common, 100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preferred, 103: Common
A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CPPS, 107:Series Seed Convertible Preferred, 108: Series C-E Preferred
O Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 47.43% is directly held and the
remainder of 14.47% 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 18.32% is directly held and the remainder of 81.68% 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 Mixhold B.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.
† Shares the undertaking holds in itself.
Δ Denotes an undertaking where other classes of shares are held by a third party.
X Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, 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. The Unilever Group is entitled to 50% of the profits made by Binzagr
Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal
Care Products Manufacturing LLC .
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, Andorra, Angola,
Anguilla, Antigua, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Barbuda, Belarus, Belize, Benin, Bhutan, Bonaire, Sint Eustatius & Saba, Bosnia and Herzegovina,
Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island,
Cocas (Keeling) Islands,Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Faroe Islands, Federated States of
Micronesia, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guinea, Guinea-Bissau, Guyana, Herd Island and
McDonalds Islands, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali,
Malta, Marshall Islands, Martinique, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Palau, Papua New
Guinea, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon
Islands, Somalia, Sudan, Suriname, Swaziland, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Unilever Group has established branches in Azerbaijan, Belarus, Bosnia-Herzegovina, Cote d’Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the
Philippines, Saudi Arabia, Turkey, UAE and the UK.
224
Unilever Annual Report and Accounts 2022 | Financial Statements
-
Shareholder information
Financial calendar
Annual general meeting
Date
Voting and Registration date
3 May 2023
1 May 2023
Quarterly dividends
Dates listed below are applicable to all Unilever listings (PLC ordinary shares and PLC ADSs).
Quarterly dividend announced with the Q4 2022 results
9 February 2023
23 February 2023
24 February 2023
21 March 2023
Quarterly dividend announced with the Q1 2023 results
27 April 2023
18 May 2023
19 May 2023
15 June 2023
Quarterly dividend announced with the Q2 2023 results
25 July 2023
3 August 2023
4 August 2023
31 August 2023
Quarterly dividend announced with the Q3 2023 results
26 October 2023 16 November 2023 17 November 2023
8 December 2023
Announcement date
Ex-dividend date
Record date
Payment date
Contact details
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 2022 (and
the Additional Information for US Listing Purposes) on our website, and
those for prior years.
Find out more at 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 2022 (and the
Additional Information for US Listing Purposes) and the Annual Report
on Form 20-F 2022 can be accessed directly or ordered via the website.
www.unilever.com/investorrelations
Unilever Annual Report and Accounts 2022
The Unilever Annual Report and Accounts 2022 (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.
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/
Private Shareholders can email us at
shareholder.services@unilever.com
Shareholder Services
UK
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone +44 (0) 370 600 3977
Website
FAQ and Contact Form
www.investorcentre.co.uk
www.investorcentre.co.uk/
contactus
The Netherlands
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Telephone +31 (0) 20 628 6070
Email
US
corporate.broking@nl.abnamro.com
American Stock Transfer & Trust Company
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
Toll-free number +1 866 249 2593
Direct dial +1 718 921 8124
Email
db@astfinancial.com
Unilever Annual Report and Accounts 2022 | Financial Statements
225
-
Additional information for
US listing purposes
Additional information for US listing purposes
Form 20-F references
Item 1
Identity of Directors, Senior Management and Advisers
Item 2
Offer Statistics and Expected Timetable
Item 3
Key Information
B.
C.
D.
Capitalisation and Indebtedness
Reasons for the offer and use of proceeds
Risk factors
Item 4
Information on the Company
n/a
n/a
n/a
n/a
67-76
History and development of the company
6-51, 84, 92, 153-154, 174-176, 197-200, 201, 225, 230
A.
B.
C.
D.
Business overview
Organisational structure
Property, plant and equipment
Item 4A
Unresolved Staff Comments
Item 5
Operating and Financial Review and Prospects
A.
B.
C.
D.
Operating results
Liquidity and capital resources
Research and development, patents and licences, etc.
Trend information
Item 6
Directors, Senior Management and Employees
A.
B.
C.
D.
E.
Directors and senior management
Compensation
Board practices
Employees
Share ownership
Item 7
Major Shareholders and Related Party Transactions
A.
B.
C.
Major shareholders
Related party transactions
Interest of experts and counsel
Item 8
Financial Information
2-5, 10-26, 35-49, 70-75, 155-157, 230
84, 203, 214-224
174-176, 231
n/a
10-11, 51-60, 73-74, 187-190
54-55, 74, 76, 134, 152, 174-176, 180-197
3, 12-26, 30-38, 158-159, 230
3, 6-26, 68
80-81, 87, 228
113-130, 121, 160-166
80-83, 96-97. 100-104, 113-130
2, 63, 160, 228
113-130, 166-167, 228
92, 229
202, 229
n/a
A.
B.
Consolidated statements and other financial information
Significant changes
56, 135-203, 225, 229, 235
203
Item 9
The Offer and Listing
A.
B.
C.
D.
E.
F.
Offer and listing details
Plan of distribution
Markets
Selling shareholders
Dilution
Expenses of the issue
Item 10
Additional Information
A.
B.
C.
D.
E.
F.
G.
H.
I.
Share capital
Articles of association
Material contracts
Exchange controls
Taxation
Dividends and paying agents
Statement by experts
Documents on display
Subsidiary information
84, 106, 229
n/a
92, 229
n/a
n/a
n/a
n/a
78-78, 88, 90-92, 96, 120
230
230
231
n/a
n/a
225, 230
n/a
226
Unilever Annual Report and Accounts 2022 | Financial Statements
Additional information for US listing purposes
-
Item 11
Quantitative and Qualitative Disclosures About Market Risk
178-195, 236
Item 12
Description of Securities Other than Equity Securities
A.
B.
C.
D.1
D.2
D.3
D.4
Description of debt securities
Description of warrants and rights
Description of other securities
Name of depositary and address of principal
executive
Title of ADRS and brief description of provisions
Depositary fees and charges
Depositary payments
Item 13
Defaults, Dividend Arrearages and Delinquencies
A.
B.
Defaults
Dividend arrearages and delinquencies
Item 14
Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15
Controls and Procedures
Item 16
Reserved
A.
B.
C.
D.
E.
F.
G.
H.
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions From The Listing Standards For Audit
Committees
Purchases Of Equity Securities By The Issuer and
Affiliated Purchasers
Change in Registrant’s Certifying Accountant
Corporate Governance
Mine Safety Disclosures
Item 17
Financial Statements
Item 18
Financial Statements
Item 19
Exhibits Please refer to the Exhibit list located immediately following the signature page for this
document as filed with the SEC.
n/a
n/a
n/a
n/a
n/a
233
233
233
233
n/a
93, 234
101
93, 106
103-104, 234
n/a
92, 202, 234
n/a
93
n/a
134-205
134-205
Unilever Annual Report and Accounts 2022 | Financial Statements
227
- Additional information for US listing purposes
Directors, senior management and employees
Employees
The average number of employees for the last three years is provided in note 4A on page 161. The average number of employees during 2022
included 3,984 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 21 February 2023 (the latest practicable date for
inclusion in this report), awards for 352,679 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, which was amended and restated as of 29 November 2022 to authorise the issue of newly issued
Unilever Ordinary Shares under the Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and SHARES plans, as
amended from time to time. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017 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
Board. The Committee 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 and the periodic review of the remuneration and related policies of the wider
workforce to assess alignment to PLC’s purpose, value and strategy.
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. As mentioned on page 87, Nelson Peltz, a Non-Executive Director, is the
Chief Executive and founding partner of Trian Fund Management, LP, which held interests in approximately 1.5% of Unilever’s issued share capital
as at the date of his appointment.
228
Unilever Annual Report and Accounts 2022 | Financial Statements
Additional information for US listing purposes
Major shareholders and related party transactions
Major shareholders
-
The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant
shareholders.
The principal trading market upon which the Company's ordinary shares are listed is the London Stock Exchange. The Company's ordinary shares
are also listed and traded on Euronext Amsterdam.
In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company
Americas (Deutsche Bank) acts for PLC as depositary.
At 21 February 2023 (the latest practicable date for inclusion in this report), there were1,847 registered holders of Unilever PLC American Depositary
Receipts in the United States. We estimate that approximately 13% of the Company’s ordinary shares (including shares underlying Unilever PLC
American Depositary Receipts) were held in the United States (approximately 12% in 2021).
If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars
if you have Unilever PLC American Depositary Receipts) and you may be subject to UK tax.
To Unilever’s knowledge, the Company 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 Company is not aware of any arrangements the operation of which may at any subsequent
date result in a change of control of the Company.
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 note 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 2022 up to
21 February 2023 (the latest practicable date for inclusion in this report).
Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share
denominations which became effective from 22 May 2006.
Dividends declared for the year
PLC dividends
Dividend per 31/9 p
Dividend per 31/9 p (US Registry)
Dividends paid during the year
PLC dividends
Dividend per 31/9 p
Dividend per 31/9 p (US Registry)
2022
2021
2020
2019
2018
£1.48
$1.77
£1.45
$1.80
£1.46
$2.00
£1.48
$2.03
£1.48
$1.91
£1.45
$1.85
£1.43
$1.83
£1.42
$1.82
£1.35
$1.82
£1.33
$1.83
Unilever Annual Report and Accounts 2022 | Financial Statements
229
- Additional information for US listing purposes
Material contracts
Raw materials
At the date of this Annual Report and Accounts, Unilever is not party to
any contracts that are considered material to its results or operations.
Exchange controls
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.
Our products use a wide variety of raw and packaging materials which
we source locally and internationally, and which may be subject to price
volatility either directly or as a result of movements in foreign exchange
rates.
In 2022, we witnessed high volatility and inflation across commodities
as global demand recovered from Covid impacts. The Russia-Ukraine
war created broad-based supply chain disruptions further exacerbating
inflationary pressures. Weakening currencies in many emerging markets
such as Turkey, Argentina, and South Asia, posted further challenges.
Looking ahead to 2023, we expect continued volatility in commodity
markets. We remain watchful of the impact of China’s re-opening post-
Covid on demand, inflationary pressures from wages and energy costs
and trends in emerging market currencies relative to the US dollar.
Unilever Annual Report on Form 20-F 2022
Seasonality
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.
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.
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
Innovation, Research and Development
We have over 20,000 patents protecting the discoveries and
breakthroughs that our global team of 5,000 world-leading experts
produce. We invest around €850m in R&D each year.
We strive to create superior products, consumer-relevant innovation
and help ensure efficiency and resilience in supply. Technology and
consumers sit at the heart of our approach to innovation. We are
building digital and automated technology into our innovation centres.
For example, our UK Materials Innovation Factory has the highest
concentration of robots doing material chemistry in the world. It delivers
more accurate data many times faster than traditional methods. We
run virtual tests and scenarios to optimise products before the lab and
scale up stage, bringing efficiency and cutting time to market. Our new
Agile Innovation hubs, including in Shanghai, China, use real time
consumer data to develop new insights, then rapidly develop
prototypes to test via eCommerce in a matter of days. Rapid and
efficient, on-trend innovation.
We are investing in real science behind our focus areas. For example,
our world-leading research and partnerships on the microbiome, where
we have more than 100 patents. This is unlocking significant benefits
and is leading to new scientific insights and product innovations, such
as biome-friendly skin care products and superior, probiotic cleaning
products for the home.
R&D also underpins our sustainability goals, helping to power our move
away from petrochemicals, stop plastic pollution and ensuring we
source ingredients in a sustainable way. Science, technology and
invention is required behind these challenging goals, from renewable
sources of carbon in Home Care, to new biotechnology-based
ingredients in Beauty & Wellbeing and novel, paper-based packaging in
Nutrition.
Every Unilever product is based on an innovation crafted by our experts
in collaboration with our network of partners. We translate our scientific
discoveries into everyday products that improve people’s health,
confidence, and wellbeing, while taking care to reduce our impact on
the planet. We are constantly evolving alongside our consumers’ ever-
changing lives and tastes, and to remain at the cutting-edge of science
and technology.
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 those of
our competitors. Our brands command loyalty and affinity and deliver
superior performance.
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.
Iran-related required disclosure
Unilever operates in Iran through a non-US subsidiary. In 2022, sales in
Iran were significantly less than one per cent of Unilever’s worldwide
turnover. During the year, this non-US subsidiary had approximately
€2,553,954 in gross revenues and less than €964,177 in net profits
attributable to the sale of food, personal care and home care products
to an entity affiliated with the Government of Iran. The entity was the
Shahrvand Group, which is owned by the municipality of Tehran. This
non-US subsidiary also donated a de minimis amount of personal care
products to Shahid Ashrafian and Shahid Daneshfar, which are schools
for girls affiliated with the government, to assist with the Covid
pandemic. 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
light of the evolving regulatory environment.
230
Unilever Annual Report and Accounts 2022 | Financial Statements
Additional information for US listing purposes
Property, plant and equipment
The Group has interests in properties in most of the countries where
there are Unilever operations. None of these interests 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 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
The comments below in relation to United Kingdom and United States
taxation are based on current United Kingdom and United States
federal income tax law as applied in England and Wales and the United
States respectively, and HM Revenue & Customs ('HMRC') and Internal
Revenue Service (“IRS”) practice (which may not be binding on HMRC
or the IRS) respectively, in each case as at the latest practicable date
before the date of this document.
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 US 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 most United Kingdom companies, including PLC. Shareholders
of PLC, whether resident in the United Kingdom or not, receive the full
amount of the dividend actually declared.
A non-UK resident shareholder or ADS holder holding their shares
or ADSs otherwise than in connection with any trade, profession
or vocation carried on through a branch, agency or permanent
establishment in the UK will not generally be subject to UK tax in
respect of dividends paid by PLC.
United States taxation on dividends
If you are a US person, the distribution up to the amount of PLC’s
earnings and profits for US Federal Income Tax purposes will be
ordinary dividend income.
Any portion of the distribution that exceeds PLC’s 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. PLC does not
maintain calculations of its earnings and profits in accordance with US
Federal Income Tax accounting principles. You should therefore assume
that any distribution by PLC with respect to the shares will be reported
as ordinary dividend income. You should consult your own tax advisers
with respect to the appropriate US Federal Income Tax treatment of any
distribution received from us.
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.
-
For US Federal Income Tax purposes, the amount of any dividend paid
in a non-US currency will be included in income in a US dollar amount
calculated by reference to the exchange rate in effect on the date the
dividends are received by you or the depositary (in the case of ADSs),
regardless of whether they are converted into US dollars at that time.
If the non-US currency is converted into US dollars on the day they are
received, you generally will not be required to recognise foreign
currency gain or loss in respect of this dividend income.
UK taxation on capital gains
Under United Kingdom law, when you dispose of shares or ADSs 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 gains
made on disposal of your shares or ADSs.
There are exceptions to this general rule, two of which are: if the shares
or ADSs 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 or ADSs 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. In such cases,
you may be liable to United Kingdom tax in respect of the disposal of
shares or ADSs.
United States taxation on capital gains
A US person generally will recognise capital gain or loss for US Federal
Income Tax purposes equal to the difference, if any, between the
amount realised 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 recognised 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, shares or ADSs (regardless of whether
they are situated in the United Kingdom for inheritance tax purposes)
held by an individual shareholder who is:
■ domiciled for the purposes of the convention in the
United States; and
■ 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 shares or ADSs 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 or ADSs 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.
Where shares or ADSs 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.
Unilever Annual Report and Accounts 2022 | Financial Statements
231
- Additional information for US listing purposes
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 or ADSs
in the United States is not paid.
Where shares are dealt with through a clearing system or in the form of
ADSs, the situs of the shares may not be determinative of the situs of the
interests held by holders through such system or of such ADSs for United
Kingdom inheritance tax purposes. Where shares are dealt with through
Euroclear Nederland, there are arguments that the interests of
participants in Euroclear Nederland will be situated outside the United
Kingdom for the purposes of United Kingdom inheritance tax so long as
Euroclear Nederland maintains the book-entry register of such
participants’ interests outside the United Kingdom, although HMRC may
not accept this analysis. Similarly, there are arguments that ADSs
registered on a register outside the United Kingdom will be situated
outside the United Kingdom for the purposes of United Kingdom
inheritance tax, although again HMRC may not accept this analysis.
Shareholders to whom this may be relevant should consult an
appropriate professional adviser.
If the ADSs or the shares dealt with through Euroclear Nederland or
both are not situated in the United Kingdom, a gift of such ADSs or such
shares by, or the death of, an individual holder of such assets who is
neither domiciled nor deemed to be domiciled (under certain rules
relating to long residence or previous domicile) in the United Kingdom
will not generally give rise to a liability to United Kingdom inheritance
tax regardless of whether the estate and gift tax convention between
the United States and the United Kingdom applies. Special rules may
also apply to such ADSs or such shares dealt with through Euroclear
Nederland which are held on trust.
UK stamp duty and stamp duty reserve tax
The statements in this section are intended as a general guide to the
current United Kingdom stamp duty and stamp duty reserve tax ('SDRT')
position. Special rules apply to certain transactions such as transfers
of the shares to a company connected with the transferor and those
rules are not described below. Investors should also note that certain
categories of person are not liable to stamp duty or SDRT and others
may be liable at a higher rate or may, although not primarily liable for
tax, be required to notify and account for SDRT under the Stamp Duty
Reserve Tax Regulations 1986.
Issue of shares
Subject to the points noted below in respect of shares issued to
clearance services (such as Euroclear Nederland) or which are issued
into a depositary receipt system where the shares are to be held in
ADS form, no stamp duty or SDRT will arise on the issue of shares in
registered form by PLC.
Transfer of shares
Except in relation to clearance services and depositary receipt systems
(to which special rules outlined below apply), stamp duty at the rate
of 0.5 per cent (rounded up to the next multiple of £5) of the amount
or value of the consideration given will generally be payable on an
instrument transferring PLC shares. A charge to SDRT will also generally
arise on an unconditional agreement to transfer PLC shares (at the rate
of 0.5 per cent of the amount or value of the consideration payable).
However, if within six years of the date of the agreement becoming
unconditional, an instrument of transfer is executed pursuant to the
agreement, and stamp duty is paid on that instrument, any SDRT
already paid will be refunded (generally, but not necessarily, with
interest) provided that a claim for repayment is made, and any
outstanding liability to SDRT will be cancelled. The liability to pay stamp
duty or SDRT is generally satisfied by the purchaser or transferee.
Shares held through clearance services including
Euroclear Nederland
Special rules apply where shares are issued or transferred to, or to a
nominee or agent for, a person providing a clearance service. In such
circumstances, SDRT or stamp duty may be charged at a rate of 1.5 per
cent, with subsequent transfers within the clearance service then being
free from SDRT and stamp duty (except in relation to clearance service
providers that have made an election under section 97A(1) of the
Finance Act 1986 which has been approved by HMRC, to which the
special rules apply).
In light of EU case law, HMRC accepted that the 1.5 per cent charge is
in breach of EU law so far as it applies to issues of shares or to transfers
of shares that are an integral part of a share issue. This EU case law will
continue to be recognised and followed pursuant to the provisions of
the European Union (Withdrawal) Act 2018 (the 'EUWA').
HMRC’s published view is that the 1.5 per cent. SDRT or stamp duty
charge continues to apply to other transfers of shares into a clearance
service, although this has been disputed. In view of the continuing
uncertainty, specific professional advice should be sought before
incurring a 1.5 per cent stamp duty or SDRT charge in any circumstances.
Any liability for stamp duty or SDRT in respect of a transfer of shares into
a clearance service, or in respect of a transfer of shares within such a
service, which does arise will strictly be accountable by the clearance
service or its nominee but may, in practice, be payable by the relevant
participant in the clearance service.
Shares held in ADS form
On the basis of EU case law referred to above and the EUWA, there
should be no stamp duty or SDRT on an issuance of shares into a
depositary receipt system where such transfer is an integral part of the
raising of capital by the company concerned. A transfer of shares into a
depositary receipt system may be subject to SDRT or stamp duty may be
charged at a rate of 1.5 per cent, with subsequent transfers of
depositary receipts then being free from SDRT.
Any liability for stamp duty or SDRT in respect of a transfer of shares into
a depositary receipt system which does arise will strictly be accountable
by the depositary receipt system operator or its nominee but may, in
practice, be payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as
depositary in respect of the ADSs will not be subject to stamp duty or
SDRT. An agreement for the transfer of ADSs will not be subject to SDRT
but a charge to stamp duty will technically arise on the transfer of ADSs
if it is executed in the UK or relates to any property situated, or to any
matter or thing done or to be done, in the UK. However, the only
sanction for failing to pay such stamp duty is that the instrument of
transfer cannot be produced as evidence in a UK court. Therefore, no UK
stamp duty should in practice be payable on the acquisition or transfer
of existing ADSs or transfer of beneficial ownership of ADSs.
US backup withholding and information reporting
Payments of dividends and other proceeds with respect to ordinary
shares or ADSs by a US (or US connected) paying agent or a US (or US
connected) intermediary will be reported to you and to the IRS as may
be required under applicable regulations. Backup withholding may
apply to these payments if you fail to provide an accurate taxpayer
identification number or certification of exempt status or fail to comply
with applicable certification requirements. Some holders are not subject
to backup withholding. You should consult your tax adviser as to your
qualification for an exemption from backup withholding and the
procedure for obtaining an exemption.
Disclosure requirements for US individual holders
US individuals that hold certain specified non-US financial assets,
including stock in a non-US corporation, with values in excess of certain
thresholds are required to file Form 8938 with their US 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 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.
232
Unilever Annual Report and Accounts 2022 | Financial Statements
Additional information for US listing purposes
Description of securities other than equity securities
Articles of association
Deutsche Bank serves as the depositary (Depositary) for PLC’s American
Depositary Receipt Programme.
Lapse of distributions
-
Any PLC dividend unclaimed after 12 years from the date of the
declaration of the dividend by PLC reverts to PLC. Any unclaimed
dividends may be invested or otherwise applied for the benefit of PLC
while they are claimed. PLC may also cease to send any cheque for any
dividend on any shares normally paid in that manner if the cheques in
respect of at least two consecutive dividends have been returned to PLC
or remain uncashed.
Unilever N.V., the former parent company of the Unilever Group
alongside PLC, was merged in to PLC and dissolved in November 2020
(Unification). The time periods for the right to claim cash dividends or
the proceeds of share distributions declared by Unilever N.V. before
Unification will remain at 5 and 20 years, respectively, after the first day
the dividend or share distribution was obtainable from Unilever N.V. Any
such unclaimed amounts will revert to Unilever PLC after the expiry of
these time periods.
Redemption provisions and capital call
Outstanding PLC ordinary shares cannot be redeemed. PLC may make
capital calls on money unpaid on shares and not payable on a fixed
date. PLC has only fully paid shares in issue.
Modification of rights
Modifications to PLC's Articles of Association must be approved by a
general meeting of shareholders.
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.
Required majorities
Resolutions are usually adopted at the Company's General Meetings by
an absolute majority of votes cast, unless there are other requirements
under the applicable laws or the Company's Articles. For example, there
are special requirements for resolutions relating to the alteration of the
Articles of Association and the liquidation of the Company. A proposal
to alter the Articles of the Company can be made either by the
Company's Board or by requisition of shareholders in accordance with
the UK Companies Act 2006. Unless expressly specified to the contrary in
the Company's Articles, the Company's Articles may be amended by a
special resolution. The Company's Articles can be found on our website.
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:
■
■ Cancellation of ADSs: up to US 5¢ per ADS cancelled.
■ Processing of dividend and other cash distributions not made
Issuance of ADSs: up to US 5¢ per ADS issued.
pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.
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
(i.e. 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 (i.e. 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.
Depositary payments – fiscal year 2022
Deutsche Bank has been the depositary bank for its American
Depositary Receipt Programme 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 US Sarbanes-Oxley
Act of 2002). In relation to 2022, PLC received $4,225,900 from
Deutsche Bank.
Defaults, dividend arrearages and delinquencies
Defaults Programme
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.
Unilever Annual Report and Accounts 2022 | Financial Statements
233
- Additional information for US listing purposes
Purchases of equity securities
Share purchases during 2022
Please also refer to ‘Our shares’ section on page 92.
34,217,605 PLC ordinary shares or ADSs were purchased by or on behalf of PLC or any 'affiliated purchaser', as defined in Section 10b-18(a)(3) of the
US Securities Exchange Act of 1934, during the period covered by this annual report on Form 20-F.
Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), PLC did not conduct 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 2022, and has concluded that such
internal control over financial reporting is effective. Management’s assessment and conclusion excludes Nutraceutical Wellness, Inc. (Nutrafol)
from this assessment, as this entity was acquired on 7 July 2022. This entity is included in our 2022 consolidated financial statements, and
constituted 1.6% of our total assets as at 31 December 2022 and 0.3% of total turnover for the year ended 31 December 2022; and
■ KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2022, have also audited the
effectiveness of internal control over financial reporting as at 31 December 2022 and have issued an attestation report on internal control over
financial reporting.
Principal accountant fees and services
Our independent registered public accounting firm is KPMG LLP, London, United Kingdom, Auditor Firm ID: 1118
Audit fees(a)
Audit-related fees(b)(c)
Tax fees(d)
All other fees(d)
€ million
€ million
€ million
2022
23
1
–
–
2021
22
6
–
–
2020
19
7
–
–
(a) Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2021: less than
€1 million individually and in aggregate; 2020: 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.
(b)
(c)
Includes audit of carve-out financial statements of ekaterra (2021: €5 million, 2020: €6 million). 2020 also includes €1 million for assurance work on Unification.
(d) 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 (2021: less than €1 million,
2020: less than €1 million).
234
Unilever Annual Report and Accounts 2022 | Financial Statements
Additional information for US listing purposes
Guarantor statements
-
On 13 August 2020, Unilever N.V. (NV) and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully
guaranteed, jointly and severally, by NV, Unilever PLC (PLC) and Unilever United States, Inc. (UNUS) and that updated the NV and UCC US Shelf
registration filed on 27 July 2017, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS.
As a result of Unification, PLC assumed NV’s liabilities in relation to debt issued under the US shelf registration programme. UCC and UNUS are each
indirectly 100% owned by PLC and consolidated in the financial statements of the Unilever Group. In relation to the US Shelf registration, US$10.75
billion of Notes were outstanding at 31 December 2022 (2021: US$12.1 billion; 2020: US$11.5 billion) with coupons ranging from 0.375% to 5.900%.
These Notes are repayable between 22 March 2023 and 12 August 2051.
All debt securities issued by UCC are senior, unsecured, and unsubordinated and are fully and unconditionally guaranteed, on a joint and several
basis, by PLC and UNUS.
In March 2020, the SEC amended Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain
registered securities, which we have adopted effective immediately. As noted above UCC and UNUS are 100% subsidiaries of Unilever PLC and are
consolidated in the financial statements of the Unilever Group. In addition, there are no material assets in the guarantor entities apart from
intercompany investments and balances. Therefore, as allowed under Rule 13-01, we have excluded the summarised information for each issuer
and guarantor.
The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each
guarantor agrees to ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption
or otherwise. The guarantees also provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt
securities are endorsed.
Unilever Annual Report and Accounts 2022 | Financial Statements
235
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. Forward-looking statements also include, but are not limited to, statements and information regarding the Unilever Group’s (the
‘Group’) emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated
therewith). These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and
other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes.
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. A number of these risks have increased as a result of the current war in Ukraine.
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.
This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Scope 1 and 2 emissions data is relatively easy to gather as it relates
to emissions from the Group’s own activities and supplied heat, power and cooling. Scope 3 emissions relate to other organisations’ emissions and
is therefore subject to a range of uncertainties, including that data used to model lifecycle footprints is typically industry-standard data rather than
relating to individual suppliers; lifecycle models such as the Group’s cover many but not all products and markets; and international standards and
protocols governing emissions calculations and categorisations evolve, as do accepted norms regarding terminology such as carbon neutral and
net zero. As value chain emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this
document is likely to evolve.
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 2022.
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 2022 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 2022 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 2022.
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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