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UNILEVER PLC
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/S/ T E LOVELL
By T E LOVELL
SECRETARY
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Exhibit 1:
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Stock Exchange announcement dated 3 March 2015 entitled '
Director/PDMR Shareholding - replacement
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Exhibit 2:
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Stock Exchange announcement dated 3 March 2015 entitled '
Unilever Board Changes
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Exhibit 3:
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Stock Exchange announcement dated 6 March 2015 entitled '
Annual Financial Report
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Exhibit 4:
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Stock Exchange announcement dated 6 March 2015 entitled '
Notification of a Change to the Boards
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Exhibit 5:
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Stock Exchange announcement dated 10 March 2015 entitled '
Director/PDMR Shareholding
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Exhibit 6:
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Stock Exchange announcement dated 13 March 2015 entitled '
Director/PDMR Shareholding
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Exhibit 7:
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Stock Exchange announcement dated 23 March 2015 entitled '
Director/PDMR Shareholding
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Mr D Baillie (PDMR)
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4,690
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Mr D Blanchard (PDMR)
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4,690
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Mr K Havelock (PDMR)
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4,690
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Mr R J-M S Huët (Director)
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22,576 *
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Mr P G J M Polman (Director)
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36,497 *
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Mr N Paranjpe (PDMR)
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7,035
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Mr A de Saint-Affrique (PDMR)
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3,518
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Mr P-L Sigismondi (PDMR)
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5,863
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Ms R Sotamaa (PDMR)
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4,690
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Mr K F Weed (PDMR)
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4,690
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Mr J Zijderveld (PDMR)
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4,690
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Investment Shares
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Matching Shares
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Mr D Blanchard (PDMR)
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1,960
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1,960
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Mr K Havelock (PDMR)
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1,781
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1,781
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Mr R J-M S Huët (Director)
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2,839
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2,839
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Mr N Paranjpe (PDMR)
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1,821
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1,821
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Ms R Sotamaa (PDMR)
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1,781
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1,781
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Mr K F Weed (PDMR)
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4,752
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4,752
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Mr K Kruythoff (PDMR)
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5,863
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Mr A Jope (PDMR)
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7,033
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Investment Shares
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Matching Shares
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Mr A Jope (PDMR)
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1,247
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1,247
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Description of Risk
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What we are doing to manage the risk
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BRAND PREFERENCE
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As a branded goods business, Unilever's success depends on the value and relevance of our brands and products to consumers across the world and on our ability to innovate and remain competitive.
Consumer tastes, preferences and behaviours are constantly changing and Unilever's ability to anticipate and respond to these changes and to continue to differentiate our brands and products is vital to our business.
We are dependent on creating innovative products that continue to meet the needs of our consumers. If we are unable to innovate effectively, Unilever's sales or margins could be materially adversely affected.
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We continuously monitor external market trends and collate consumer, customer and shopper insight in order to develop category and brand strategies.
Our strategy focuses on investing in markets and segments which we identify as attractive because we have already built, or are confident that we can build, competitive advantage.
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 deploys tools, technologies and resources to convert category strategies into projects and category plans, develop products and relevant brand communication and successfully roll out new products to our consumers.
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PORTFOLIO MANAGEMENT
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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 categories, 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.
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Our Compass strategy and our business plans are designed to ensure that resources are prioritised towards those categories and markets having the greatest long-term potential for Unilever.
Our acquisition activity is driven by our portfolio strategy with a clear, defined evaluation process.
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SUSTAINABILITY
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The success of our business depends on finding sustainable solutions to support long-term growth.
Unilever's Vision to double the size of our business while reducing our environmental footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilever's activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilever's growth and profit potential and damage our corporate reputation.
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The Unilever Sustainable Living Plan sets clear long-term commitments to improve health and well-being, reduce environmental impact and enhance livelihoods. Underpinning these are targets in areas such as hygiene, nutrition, sustainable sourcing, fairness in the workplace, opportunities for women and inclusive business as well as greenhouse gas emissions, water and waste. These targets and more sustainable ways of operating are being integrated into Unilever's day-to-day business.
Progress towards the Unilever Sustainable Living Plan is monitored by the Unilever Leadership Executive and the Boards. The Unilever Sustainable Living Plan Council, comprising six external specialists in sustainability, guides and critiques the development of our strategy.
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CUSTOMER RELATIONSHIPS
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Successful customer relationships are vital to our business and continued growth.
Maintaining strong relationships with our customers is necessary for our brands to be well presented to our consumers and available for purchase at all times.
The strength of our customer relationships also affects our ability to obtain pricing and secure favourable trade terms. Unilever may not be able to maintain strong relationships with customers and failure to do so could negatively impact the terms of business with the affected customers and reduce the availability of our products to consumers.
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We build and maintain trading relationships across a broad spectrum of channels ranging from centrally managed multinational customers through to small traders accessed via distributors in many developing countries.
We 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 cu
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TALENT
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A skilled workforce is essential for the continued success of our business.
Our ability to attract, develop and retain the right number of appropriately qualified 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.
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Resource committees have been established and implemented throughout our business. These committees have responsibility for identifying future skills and capability needs, developing career paths and identifying the key talent and leaders of the future.
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 targeted programmes to attract and retain top talent and we actively monitor our performance in retaining talent within Unilever.
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SUPPLY CHAIN
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Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers.
Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing.
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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.
These contingency plans also extend to an ability to intervene directly to support a key supplier should it for any reason find itself in difficulty or be at risk of negatively affecting a Unilever product.
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 or crises including business continuity and disaster recovery.
Commodity price risk is actively managed through forward buying of traded commodities and other hedging mechanisms. Trends are monitored and modelled regularly and integrated into our forecasting process.
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SAFE AND HIGH QUALITY PRODUCTS
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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.
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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 continuous 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 demand.
In the event of an incident relating to the safety of our consumers or the quality of our products, incident management teams are activated in the affected markets under the direction of our product quality, science, and communications experts, to ensure timely and effective market place action.
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SYSTEMS AND INFORMATION
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Unilever's operations are increasingly dependent on IT systems and the management of information.
We interact electronically with customers, suppliers and consumers in ways which 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.
Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.
There is also a threat from unauthorised access and misuse of sensitive information. Unilever's information systems could be subject to unauthorised access or the mistaken disclosure of information which disrupts Unilever's business and/or leads to loss of assets.
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Hardware that runs and manages core operating data is fully backed up with separate contingency systems to provide real time back-up operations should they ever be required.
We 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 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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BUSINESS TRANSFORMATION
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Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities.
Unilever is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities.
Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.
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All acquisitions, disposals and global restructuring projects are sponsored by a member of the Unilever Leadership Executive. Regular progress updates are provided to the Unilever Leadership Executive.
Sound project disciplines are used in all merger, acquisitions, restructuring and outsourcing projects and these projects are resourced by dedicated and appropriately qualified personnel. The performance of third party outsourced providers is kept under constant review, with potential disruption limited to the time and cost required to install alternative providers.
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.
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EXTERNAL ECONOMIC AND POLITICAL RISKS AND NATURAL DISASTERS
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Unilever operates across the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the execution of our strategy or the running of our operations.
Adverse economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally.
Government actions such as fiscal stimulus, changes to taxation and price controls can impact on the growth and profitability of our local operations.
Social and political upheavals and natural disasters can disrupt sales and operations.
In 2014, more than half of Unilever's turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to economic, political and social volatility in these markets.
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The breadth of Unilever's portfolio and our geographic reach help to mitigate our exposure to any particular localised risk to an extent. 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 have continuity planning designed to deal with crisis management in the event of political and social events and natural disasters.
We believe that many years of exposure to emerging markets have given us experience operating and developing our business successfully during periods of economic, political or social change.
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TREASURY AND PENSIONS
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Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions.
Changes to 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.
Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.
Unilever may face liquidity risk, ie difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilever's credit rating, impair investor confidence and also restrict Unilever's ability to raise funds.
We are exposed to market interest rate fluctuations on our 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.
In times of financial market volatility, we are also potentially exposed to counter-party risks with banks, suppliers and customers.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an adverse impact on profitability and cash flow.
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Currency exposures are managed within prescribed limits and by the use of forward foreign exchange contracts. Further, operating companies borrow in local currency except where inhibited by local regulations, lack of local liquidity or local market conditions. We also hedge some of our exposures through the use of foreign currency borrowing or forward exchange contracts.
Our interest rate management approach aims to achieve an optimal balance between fixed and floating rate interest exposures on expected net debt.
We seek to manage our liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, we have high committed credit facilities for general corporate purposes.
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 customers and take appropriate action to manage our exposures.
Our pension investment standards require us to invest across a range of equities, bonds, property, alternative assets and cash such that the failure of any single investment will not have a material impact on the overall value of assets.
The majority of our assets, including those held in our 'pooled' investment vehicle, Univest, are managed by external fund managers and are regularly monitored by pension trustees and central pensions and investment teams.
Further information on financial instruments and capital and treasury risk management is included in note 16 on pages 114 to 119.
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ETHICAL
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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.
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. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard, resulting in damage to Unilever's corporate reputation and business results.
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Our Code of Business Principles and our Code Policies govern the behaviour of our employees, suppliers, distributors and other third parties who work with us.
Our processes for identifying and resolving breaches of our Code of Business Principles and our Code Policies are clearly defined and regularly communicated throughout Unilever. Data relating to such breaches is reviewed by the Unilever Leadership Executive and by relevant Board committees and helps to determine the allocation of resources for future policy development, process improvement, training and awareness initiatives.
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LEGAL, REGULATORY
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Compliance with laws and regulations is an essential part of Unilever's business operations.
Unilever is subject to local, regional and global laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, 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. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposure.
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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.
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.
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Related party balances
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€ million
2014
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€ million
2013
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Trading and other balances due from joint ventures
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105
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130
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Trading and other balances due from/(to) associates
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Name
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Function
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Michael Treschow
Kees Storm
Paul Polman
Jean-Marc Huët
Laura Cha
Louise Fresco
Ann Fudge
Byron Grote
Mary Ma
Hixonia Nyasulu
Sir Malcolm Rifkind
John Rishton
Feike Sijbesma
Paul Walsh
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Chairman
Vice-Chairman and Senior Independent Director
Chief Executive Officer
Chief Financial Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
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Mr D A Baillie (PDMR) - 278 Ordinary 3 1/9 pence shares
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Mr D Blanchard (PDMR) - 203 Ordinary 3 1/9 pence shares
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Mr K Havelock (PDMR) - 260 Ordinary 3 1/9 pence shares
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Mr J-M Huët (Director) - 776 Ordinary 3 1/9 pence shares
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Mr K Kruythoff (PDMR) - 216 Ordinary 3 1/9 pence shares
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Mr N Paranjpe (PDMR) - 123 Ordinary 3 1/9 pence shares
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Mr P G J M Polman (Director) - 1,155 Ordinary 3 1/9 pence shares
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Mr A Saint-Affrique (PDMR) - 230 Ordinary 3 1/9 pence shares
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Mr P L Sigismondi (PDMR) - 315 Ordinary 3 1/9 pence shares
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Ms R Sotamaa (PDMR) - 211 Ordinary 3 1/9 pence shares
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Mr K C F Weed (PDMR) - 230 Ordinary 3 1/9 pence shares
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Mr J Zijderveld (PDMR) - 257 Ordinary 3 1/9 pence shares
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The above transactions were carried out in the UK.
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Mr D A Baillie (PDMR) - 91 Ordinary 3 1/9 pence shares
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Mr D Blanchard (PDMR) - 96 Ordinary 3 1/9 pence shares
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Mr K Havelock (PDMR) - 99 Ordinary 3 1/9 pence shares
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Mr J-M Huët (Director) - 121 Ordinary 3 1/9 pence shares
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Mr K Kruythoff (PDMR) - 57 Ordinary 3 1/9 pence shares
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Mr N Paranjpe (PDMR) - 17 Ordinary 3 1/9 pence shares
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Mr P G J M Polman (Director) - 397 Ordinary 3 1/9 pence shares
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Mr A Saint-Affrique (PDMR) - 77 Ordinary 3 1/9 pence shares
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Mr P L Sigismondi (PDMR) - 113 Ordinary 3 1/9 pence shares
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Ms R Sotamaa (PDMR) - 21 Ordinary 3 1/9 pence shares
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Mr K C F Weed (PDMR) - 159 Ordinary 3 1/9 pence shares
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Mr J Zijderveld (PDMR) - 135 Ordinary 3 1/9 pence shares
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The above transactions were carried out in the UK.
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Mr D Blanchard (PDMR) - 73 Ordinary 3 1/9 pence shares
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Mr K Havelock (PDMR) - 79 Ordinary 3 1/9 pence shares
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Mr N Paranjpe (PDMR) - 14 Ordinary 3 1/9 pence shares
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Mr P G J M Polman (Director) - 314 Ordinary 3 1/9 pence shares
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Ms R Sotamaa (PDMR) - 18 Ordinary 3 1/9 pence shares
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Mr J Zijderveld (PDMR) - 110 Ordinary 3 1/9 pence shares
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Mr A Jope (PDMR) - 298 American Depositary Receipts each representing 1 Ordinary 3 1/9 pence share
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The above transaction was carried out in the USA.
Management Co-Investment Program
Dividend equivalents earned on MCIP conditional target shares were reinvested as additional MCIP conditional shares, which will be subject to the same performance conditions as the underlying MCIP target shares. Based on an MCIP Match of 100%, the dividend equivalents reinvested were as follows:
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Mr A Jope (PDMR) - 107 American Depositary Receipts each representing 1 Ordinary 3 1/9 pence share
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Mr A Jope (PDMR) - 39 American Depositary Receipts each representing 1 Ordinary 3 1/9 pence share
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The above transaction was carried out in the USA.
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Mr D Blanchard (PDMR) - 173 Ordinary 3 1/9 pence shares
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Mr K Havelock (PDMR) - 88 Ordinary 3 1/9 pence shares
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Mr N Paranjpe (PDMR) - 100 Ordinary 3 1/9 pence shares
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Mr P G J M Polman (Director) - 1,893 Ordinary 3 1/9 pence shares
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Mr J Zijderveld (PDMR) - 752 Ordinary 3 1/9 pence shares
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The above transactions were carried out in the UK.
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Mr K Havelock (PDMR) - 241 Ordinary 3 1/9 pence shares
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Mr K C F Weed (PDMR) - 409 Ordinary 3 1/9 pence shares
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The above transaction was carried out in the UK
Unilever PLC Share Incentive Plan (ShareBuy)
Dividends earned on shares purchased under the Share Incentive Plan (ShareBuy):
Mr P L Sigismondi (PDMR) - purchase of 1 Unilever PLC Ordinary 3 1/9 pence share at a price of 2827p per share under the Unilever PLC Share Incentive Plan.
The above transaction was carried out in the UK
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