Notes To The Annual Review 2005: Disclaimer
Notes To The Annual Review 2005: Disclaimer
Notes To The Annual Review 2005: Disclaimer
Notes to the Annual Review 2005 This PDF version of the Unilever Annual Review 2005
is an exact copy of the document provided to Unilever’s shareholders. It is a short form
document that contains extracts and summaries only of the information given in the
Unilever Annual Report and Accounts 2005 (“the Full Report”). The Full Report should
be referred to for a fuller understanding of the results and state of affairs of Unilever.
The Summary Financial Statement in the Unilever Annual Review 2005 has been
examined by our auditors.
The maintenance and integrity of the Unilever website is the responsibility of the Directors;
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 United Kingdom and the Netherlands governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Disclaimer Except where you are a shareholder, this material is provided for information
purposes only and is not, in particular, intended to confer any legal rights on you.
This Annual Review does not constitute an invitation to invest in Unilever shares.
Any decisions you make in reliance on this information are solely your responsibility.
The information is given as of the dates specified, is not updated, and any forwardlooking
statements are made subject to the reservations specified on page 4 of the Full Report.
Unilever accepts no responsibility for any information on other websites that may be
accessed from this site by hyperlinks.
2005 Unilever Annual Review and
Summary Financial Statement
Our corporate purpose
Unilever’s mission is to add vitality to life. We meet everyday needs for nutrition,
hygiene and personal care with brands that help people feel good, look good and
get more out of life.
Our deep roots in local cultures and markets around the world give us our strong
relationship with consumers and are the foundation for our future growth. We will
bring our wealth of knowledge and international expertise to the service of local
consumers – a truly multi-local multinational.
Our long-term success requires a total commitment to exceptional standards of
performance and productivity, to working together effectively, and to a willingness
to embrace new ideas and learn continuously.
To succeed also requires, we believe, the highest standards of corporate behaviour
towards everyone we work with, the communities we touch, and the environment
on which we have an impact.
This is our road to sustainable, profitable growth, creating long-term value for our
shareholders, our people, and our business partners.
The two parent companies, Unilever N.V. (NV) and in Dutch guilders, which have not been converted into are they guarantees of future performance. Because these
Unilever PLC (PLC), together with their group companies, euros in NV’s Articles of Association. Until conversion formally forward-looking statements involve risks and uncertainties,
operate effectively as a single economic entity (the Unilever takes place by amendment of the Articles of Association, the there are important factors that could cause actual results to
Group, also referred to as Unilever or the Group). This Annual entitlements to dividends and voting rights are based on the differ materially from those expressed or implied by these
Review therefore deals with the operations and the results of euro equivalent of the underlying Dutch guilders according forward-looking statements, including, among others,
the Unilever Group as a whole. The Unilever Annual Review to the official euro exchange rate. competitive pricing and activities, consumption levels, costs, the
and Annual Report and Accounts is produced in Dutch ability to maintain and manage key customer relationships and
and English. The term shares as used in this document should, supply chain sources, currency values, interest rates, the ability
with respect to shares issued by N.V. be construed to to integrate acquisitions and complete planned divestitures,
The brand names shown in italics in this Annual Review include depositary receipts for shares issued by Stichting physical risks, environmental risks, the ability to manage
are trademarks owned by or licensed to companies within Administratiekantoor Unilever N.V., unless the context regulatory, tax and legal matters and resolve pending matters
the Unilever Group. otherwise requires or unless it is clear from the nature within current estimates, legislative, fiscal and regulatory
of the notification that this is not the case. developments, political, economic and social conditions in the
Unilever has adopted the euro as its principal reporting geographic markets where the Group operates and new or
currency. The figures in this Annual Review are expressed The exchange rates used in the preparation of this changed priorities of the Boards.
in euros with translations, for convenience purposes, into Annual Review are given on page 28.
sterling and US dollars. Further details of potential risks and uncertainties affecting the
Cautionary statement Group are described in the Group’s filings with the London
In the following commentary, sales growth is stated on an This document may contain forward-looking statements, Stock Exchange, Euronext Amsterdam and the US Securities
underlying basis at constant exchange rates and excluding including ‘forward-looking statements’ within the meaning and Exchange Commission, including the Annual Report and
the effects of acquisitions and disposals. For further of the United States Private Securities Litigation Reform Act of Accounts on Form 20-F. These forward-looking statements speak
information, please refer to our website at 1995. Words such as ‘expects’, ‘anticipates’, ‘intends’ or the only as of the date of this document. Except as required by any
www.unilever.com/investorcentre negative of these terms and other similar expressions of future applicable law or regulation, the Group expressly disclaims any
performance or results and their negatives are intended to obligation or undertaking to release publicly any updates or
For NV share capital, the euro amounts shown in this identify such forward-looking statements. These forward- revisions to any forward-looking statements contained herein
document are representations in euros on the basis of looking statements are based upon current expectations and to reflect any change in the Group’s expectations with regard
Article 67c of Book 2 of the Civil Code in the Netherlands, assumptions regarding anticipated developments and other thereto or any change in events, conditions or circumstances
rounded to two decimal places, of underlying share capital factors affecting the Group. They are not historical facts, nor on which any such statement is based.
02 04 06
Financial highlights Unilever at a glance Chairman’s foreword
of the year Foods and Home and personal care brands
08
Q&A
in more than 100 countries worldwide
Group
Chief Executive
12 13
Innovation across Committed
our business to operating
Embracing vitality at the
core of our brands
responsibly
22
16 Corporate Governance
Regional review
Overall market share has been 23
stabilised in Europe, while
The Americas and Asia Africa Competing more
enjoyed more competitive,
volume-driven growth
effectively through
our people
26
Board of Directors
28
Summary
financial statement
32
Summary
remuneration report
37
Shareholder information
Financial highlights of the year
2005 1.42
2004 1.43
(1)
Dividends for each year comprise dividends declared
or proposed for that year. Under IFRSs*, dividends
are only recorded against the year in which they
become payable.
(2)
Rounded to two decimal places
(3)
Actual dividends payable for 2005 on NV New
York shares and American Depositary Receipts
of PLC may differ from those shown above, which
include final dividend values calculated using the
rates of exchange ruling on 8 February 2006
(€1.00 = $1.1948, £1.00 = $1.7427).
* With effect from 1 January 2005, Unilever has adopted International Financial Reporting Standards (IFRSs) as adopted by the EU, with a transition date of 1 January 2004.
For further details of this change please refer to page 29.
Foods
Antony Burgmans
Chairman
Group Chief Executive
Here Patrick Cescau, Group Chief Executive, talks about
performance in 2005 and looks ahead to what needs
to be achieved over the next 12 months.
Q&A
Q: What was the key challenge
for 2005?
“Our mission is to
A: At the start of 2005 it was clear what
we had to do. We had to restore our
help people feel good,
competitiveness in the market and get
the business growing again.
look good and get
But we had to do it in a way that we can
more out of life
sustain for the long-term, creating value
and unlocking our full potential.
and this underpins
Q: How did you set about tackling
everything we do”.
this challenge?
A: Our approach was simple – to focus Q: Overall, what results have been
on three things that matter. achieved by following this approach?
A: We have made real progress. In 2005
First, to make our portfolio work harder underlying sales growth was 3.1%,
for us, with sharper priorities and resource significantly ahead of a flat 2004, and in
allocation. Secondly, better execution, line with our markets. Growth momentum
especially in the areas of marketing and has improved steadily throughout the year
customer management. And, finally, create and has been driven by volume.
a more agile ‘One Unilever’ organisation,
aligned behind a single strategy, with the I’m also pleased to report that our growth
right people in the right jobs, delivering rates improved across most of our major
quality and speed of execution. markets and in most categories. These
figures are a real testament to the hard
Q: What were the priorities and work of our people, the strength of our
why did you focus on these areas? brands and the resilience of our business.
A: We focused on building on our strengths
in developing and emerging (D&E) markets, Restoring growth required a step up in
vitality and Personal Care. They are areas investment behind our brands. In 2005,
of strength for Unilever where we have we invested an extra €500 million in
performed well, with good growth and advertising and promotions. We also
profitability. invested significantly to reduce prices,
especially in Europe, and offer better
Regaining momentum in Europe was an value to the consumer in selected
equally important priority. categories and markets.
Over the last year or so, Personal Care The Unilever Executive (UEx), headed by Group Chief
has been achieving growth levels that are Executive Patrick Cescau, is the top management team
up with the best at more than 6%. And within the Group. The Group Chief Executive is
we have delivered broad-based share gain accountable for all aspects of Unilever operations,
across most of our biggest markets and managing business performance and overall profit
strong profitability. responsibility for the Group.
Key to this success are our brands. The UEx team comprises three regional presidents
The big global brands such as Axe, Dove, (The Americas, Asia Africa and Europe), two category
Lux, Rexona and Sunsilk all performed presidents (Foods and HPC), the Chief Financial Officer
and delivered growth. Smaller, more local and the Chief Human Resources Officer.
brands such as Clear and Lifebuoy also
pulled their weight. The categories and regions have distinct but
complementary roles. The regions are responsible for
Q: What role has vitality played in profit, implementing proven brand mixes in their region
the progress that’s been achieved? and single-mindedly focused on growth through
A: Vitality unites us as a mission and excellent go-to-market execution. The categories are
resonates with our customers and responsible for category strategy and brand development
consumers. (including R&D and innovation).
Our mission is to help people feel good, The interdependence between the regions and the
look good and get more out of life and categories allows us to capitalise on our global scale
this underpins everything we do. while building on our deep roots in local markets.
It is the inspiration for innovations that are Finance and HR ensure excellence in their functional
driving growth across the entire product areas and provide support to the regions, categories
portfolio. Lipton and AdeS – healthy and and Corporate Centre.
refreshing beverages; Dove – the Campaign
for Real Beauty; and healthier choices in In 2005, Unilever’s executive management completed
ice cream. the successful transition to become a smaller, more
focused team, closer to the market and able to make
In Foods, for instance, our Knorr Vie mini speedier decisions.
shots, which help you on your way
towards your daily fruit and vegetable The current members of the UEx, as photographed on this page,
are (from the top):
needs, have done extremely well in Europe.
We have revitalised Lipton in the US by
• Group Chief Executive, Patrick Cescau
stressing its natural health benefits with • Chief Financial Officer, Rudy Markham
its ‘AOX’ antioxidant seal, and this has • President Asia Africa, Harish Manwani
produced good share gain especially in • Chief Human Resources Officer, Sandy Ogg
the ready-to-drink market. • President Home and personal care, Ralph Kugler
• President Europe, Kees van der Graaf
• President The Americas, John Rice
In HPC, our Dove campaign for Real Beauty, • President Foods, Vindi Banga
which offers consumers a broader, healthier
view of female beauty, has played a central
role in the brand’s continued growth, while
programmes to encourage hygienic
handwashing in India have improved sales
of Lifebuoy.
Group Chief Executive continued
Q: You mentioned developing and Western Europe is an extremely tough And we intend to get more out of the
emerging markets. Why are these so competitive environment and to turn the investment in our brands whether it be
important to Unilever? business around we are having to do things in advertising or in R&D.
A: D&E are rapidly growing markets – the differently. We have addressed pricing in
forecast is that they will account for 90% selected markets and categories and by Q: In 2004 you announced ‘One
of the world’s population by 2010. We doing so are now offering consumers Unilever’ as a way of simplifying the
have long-established local roots in these better value. business and generating savings. Has it
markets which gives us a competitive achieved this?
advantage and we need to capitalise We are also increasing choice by extending A: Our ‘One Unilever’ programme is all
on this opportunity. our product portfolio – ice cream value about making us fit to compete. It has
ranges, for example, and by moving into achieved a great deal in simplifying
In 2005 we delivered a strong performance a wider range of channels. And we are our business and leveraging our scale
in all major D&E markets in Foods, Home delivering innovation – new heart health more effectively.
Care and Personal Care. And for the first ranges and Sunsilk styling are just two
time, our D&E sales, at 38%, exceeded examples, which are being backed by We have merged our operations in countries
our sales in Western Europe. increased marketing investment. so that, at the end of 2005, almost 80%
of our turnover is managed through ‘One
The reason for our success here is partly Unilever’ organisations.
due to our well-established distribution
strength in both the traditional and modern
“Our ‘One Unilever’ We will continue with its implementation
trade and also to our ability to adapt
excellent global brand concepts, such
programme is all in 2006 with our priorities being to put in
place a single management team in all
as the Omo ‘Dirt is Good’ campaign, to
local markets. In Turkey, for instance, this
about making us markets. Most of our top 20 markets
report directly to UEx. There will be a further
enabled us to regain market leadership
with double-digit growth.
fit to compete.” reduction in the management headcount
and simplified, standardised business
services up and running, with a substantial
Q: But what has been achieved in Q: What are you doing to build proportion outsourced.
Europe and North America? capabilities across the business?
A: Our sustained recovery in the US is A: This is another area we are investing in. By the end of 2006, ‘One Unilever’ will
great news for us. In one of the world’s Customer management is a strategic deliver €700 million savings and €1 billion
most competitive markets we grew by priority and our team is implementing an by the end of 2007. But the biggest benefit
3.2% with strong performances from improvement programme market by for us is that we now have ‘one face’ for
both Foods and HPC. market, with outstanding results. our customers and consumers, as well as
being faster and more disciplined. In other
Europe has been an area that needed our An important element of this programme words we are fit to compete.
attention. A healthy European business is combining our Foods and HPC sales teams
matters to Unilever. It delivers a large so that we can present a single, integrated Q: What is driving the decisions you
proportion of our sales – 41% in 2005 – face to our customers and leverage our are making relating to the portfolio?
and is an important source of profit. scale. The programme developed in the A: In 2005 we reviewed and sharpened our
USA has been rolled out in France, portfolio strategy. It is an essential building
Looking at our performance, Central and Germany and the Netherlands and will be block that gives us clarity – it identifies the
Eastern Europe performed strongly in 2005 extended to other markets in 2006. best opportunities for sustainable long-
with Russia, for example, delivering around term growth, enables us to make choices
20% growth. So the challenge is Western By working closely with our customers such and to allocate resources according to
Europe. And the issue here is growth, as Carrefour, Tesco and Wal-Mart we are those choices. It then allows us to drive
not profitability. increasing the value that we can gain by disciplined execution.
doing business together.
We had to take decisive action on parts
We are also improving our marketing of our portfolio where we had reached
capabilities. For example, we will craft a strategic cross-roads.
more of our global brand mixes to the
standards set by the best of our brands.
Our priority in Europe is to regain Overall, there was some pick-up in the $ million 2005 2004 Change
momentum and improve competitiveness. fourth quarter but we are not yet where Turnover 20 167 20 612 (2.2)%
The focus has been on enhancing the value we want to be. Operating profit 2 867 2 852 0.5%
to consumers of our products through
keener pricing, improved quality and more New product launches this year have Change at
and better innovation. included Knorr Vie mini shots, extensions constant
of the Becel/Flora pro.activ heart health 2004 rates
Marketing support has been raised to a more range, soups fortified with vitamins and Turnover (3.0)%
competitive level with additional spend low fat soups. Underlying sales (0.8)%
deployed against our best opportunities. Operating profit (0.2)%
The organisation is being streamlined and We have introduced a Rexona Sport variant
we are building up stronger capabilities in in deodorants, Axe shower gel and Sunsilk
customer management. hair styling products. We have further
improved our Home Care product range
We have made progress over the last year. with launches that address specific consumer
Volume has been slightly positive needs, such as ‘no-need-to-pre-treat’ laundry
(compared with a 2% decline in 2004), but detergents, Sun 4-in-1 dishwash and
investment in pricing meant that underlying Domestos sink and drain unblocker.
sales declined by 0.8% in the year.
The operating margin, at 14.2%, was
Central and Eastern Europe performed well 0.4 percentage points higher than last
in buoyant markets, notably in Russia which year. Increased advertising and promotions
was ahead by nearly 20%. and pricing investment together with
higher input costs were partly offset
Western Europe was challenging, with by productivity gains. Net restructuring,
continued weak consumer demand. disposal and impairment costs, at 0.8%
Our businesses grew in the Netherlands were 1.5 percentage points lower than
and Spain, but declined by around 2% in 2004.
in France and Germany and by nearly
4% in the UK.
We have capitalised on our leading In tea, we have substantially strengthened $ million 2005 2004 Change
positions and buoyant consumer demand the Brooke Bond brand in India, while Turnover 12 790 11 911 7.4%
across most of the region, growing Lipton is benefiting from strong regional Operating profit 1 606 1 288 24.7%
underlying sales by nearly 9%, in a innovations, including Earl Grey and Green
competitive environment, and increasing Tea variants in markets such as Turkey Change at
market share in key battlegrounds. and Arabia. constant
2004 rates
The growth was broad-based in terms of The operating margin was 12.6%, Turnover 6.9%
both categories and geographies. There were 1.8 percentage points higher than in 2004. Underlying sales 8.7%
notable performances in all major developing Increased investment in advertising and Operating profit 24.7%
and emerging countries, including a strong promotions was partly offset by productivity
recovery in India with market share gains, gains. The remaining difference was due to
and significant contributions from China, net restructuring, disposal and impairment
which was up by over 20%, and from South charges which were insignificant in 2005
East Asia, South Africa, Turkey and Arabia. compared with a net charge of 2.9%
Japan returned to growth. After a weak in 2004.
first half, Australia improved in the second
half of the year.
global idea to life at a local Under our new Triple ‘R’ (Reduce, Re-use,
Recycle) programme, the sites are
level, with powerful results. collaborating to share best practice and
setting targets to reduce waste levels and
disposal costs. In 2006, we’ll launch a
similar initiative, Electra, to reduce energy
consumption in Latin America.
Structures
Legal structure
NV and PLC are the two parent companies
of the Unilever Group, having separate
legal identities and separate stock exchange
listings for their shares, which are not
interchangeable. However, with their
Group companies, they operate effectively
as a single economic entity and constitute
a single reporting entity for the purposes of
presenting consolidated accounts.
The interests of shareholders are protected Directors are chosen for their broad and Growing by helping local
because they can remove the Directors relevant experience and international outlook, economies to grow
and, ultimately, overrule our nominations. as well as their independence. In 2004 Unilever’s success depends on the economic
As mentioned, proposals will be made to Bertrand Collomb was appointed as Senior health of the countries in which it operates.
the AGMs in 2006 to allow shareholders Independent Director and acted as their In an extensive research project with
the right to nominate Directors. spokesman. In 2005 he was appointed Oxfam GB and Novib (Oxfam Netherlands)
Vice-Chairman. ‘Exploring the links between business
The Boards currently comprise a Chairman, and poverty reduction: A case study on
four Executive Directors and eight Key elements of their role and Indonesia’, we examined the impact our
independent Non-Executive Directors. responsibilities as Non-Executive Directors local business has on the country’s
They meet at least seven times a year, to include strategy, scrutiny of performance, economic well-being.
consider material matters for NV, PLC and controls, remuneration, succession planning,
the Unilever Group. These matters include, reporting to shareholders, governance and Unilever Indonesia employs about 5 000
for example, results announcements, the compliance. They also form the Audit direct employees and contract workers.
Annual Report and Accounts, dividends, Committee which is fully compliant with The research found that indirectly, this
corporate strategy, annual plans, risks and the applicable rules in the Netherlands, manufacturing activity supports around
controls, major business transactions, and UK and the US, the Nomination Committee, 300 000 full-time equivalent jobs in our
Board appointments and remuneration. the Remuneration Committee and the ‘value chain’ – the chain that stretches
External Affairs and Corporate Relations from raw materials suppliers, through
Since the 2005 AGMs Unilever has had Committee. The Non-Executive Directors manufacturing to distribution and retailing
a separate Chairman and Group Chief meet as a group, without the Executive to consumers. Such employment and
Executive. There is a clear division of Directors present, under the chairmanship the wealth that it spreads around can
responsibilities between their roles. of the Senior Independent Director. make a significant contribution to
In addition they meet before each Board reducing poverty.
The Chairman is primarily responsible for meeting with the Chairman, the Group
leadership of the Boards, ensuring their Chief Executive and the Joint Secretaries.
effectiveness and setting their agendas.
He is also responsible for ensuring that A more detailed corporate governance Spreading vitality among our staff
the Boards receive accurate, timely and statement, as well as the annual reports During 2005, we encouraged greater
clear information. of the Audit, Nominations, Remuneration vitality among our staff in a programme
and External Affairs and Corporate Relations that encompassed the broad concepts of
The Group Chief Executive has been Committees, are contained in the Unilever ‘fitness of body’ and ‘fitness of heart, mind
entrusted, within the parameters set out Annual Report and Accounts 2005. This and spirit’. Designed to help them manage
in the Articles of Association of NV and Annual Report, our Code of Business their personal energy and resilience in the
PLC and the Governance of Unilever, Principles, NV’s and PLC’s Articles of face of change, as well as strike a good
with all the Boards’ powers, authorities Association and the Governance of Unilever work-life balance, among other objectives,
and discretions in relation to the are on our website www.unilever.com/ the first step of the programme was an
operational management of Unilever. investorcentre/corpgovernance The Enjoy Nutrition campaign.
Governance of Unilever contains, amongst
The Non-Executive Directors share other things, our rules on ‘Independence’ This campaign provided staff with important
responsibility for the execution of the of Directors and the remits of the Board nutritional information, such as advice
Boards’ duties, taking into account their Committees. on how to reduce consumption of sugar,
specific responsibilities, which are essentially salt and unhealthy fats. We also piloted
supervisory. They, in particular, comprise nutritional training for our chefs and
the principal external presence in the external suppliers so our canteens and
Governance of Unilever, and provide a strong restaurants could offer healthier options.
independent element. Our Non-Executive
1 2 3 4 5 6 7
5. Rudy Markham*
Chief Financial Officer
Nationality: British. Aged 59. Chief Financial Officer
since April 2005. Joined Unilever 1968. Appointed
Director 6 May 1998. Previous posts include: Financial
Director 2000. Strategy & Technology Director 1998.
Business Group President, North East Asia 1996-1998.
Chairman, Nippon Lever Japan 1992-1996. Chairman,
Unilever Australasia 1989-1992. Group Treasurer
1986-1989. External appointments include:
Non-Executive Director, Standard Chartered PLC,
Member, EAN International Management Board.
8. Professor Wim Dik 2,7 10. The Rt Hon The Baroness Chalker of Wallasey 3 12. Kees van der Graaf *
Non-Executive Director Non-Executive Director President Europe
Nationality: Dutch. Aged 67. Appointed 2001. Nationality: British. Aged 63. Appointed 1998. Nationality: Dutch. Aged 55. President Europe since
Professor at Delft University of Technology. Chairman, Non-Executive Director, Freeplay Energy Group, April 2005. Joined Unilever 1976. Appointed Director
Supervisory Boards of Tele Atlas N.V. and N.V. Casema. Group 5 (Pty) Ltd and Equator Energy Limited. Member, 12 May 2004. Previous posts include: Foods Director
Non-Executive Director, Aviva plc and LogicaCMG plc. International Advisory Board of Lafarge S.A. and 2004, Business Group President, Ice Cream and
Chairman and CEO, Koninklijke PTT Nederland (KPN) Merchant Bridge & Co. Ltd. UK Minister of State at Frozen Foods 2001. Executive Vice-President, Foods
1988-1998 and Koninklijke KPN N.V. (Royal Dutch the Foreign and Commonwealth Office 1986-1997. and Beverages Europe 1998. Senior Vice-President,
Telecom) 1998-2000. Minister for Foreign Trade, Global Ice Cream category 1995. External appointments
Netherlands 1981-1982. 11. The Rt Hon The Lord Brittan of Spennithorne include: Board member, ECR (Efficient Consumer
QC, DL2 Response) and Member, IAB (International Advisory
9. Patrick Cescau* Non-Executive Director Board of the City of Rotterdam).
Group Chief Executive Nationality: British. Aged 66. Appointed 2000.
Nationality: French. Aged 57. Group Chief Executive Vice-Chairman, UBS Investment Bank and Chairman, 13. The Lord Simon of Highbury CBE 1,9
since April 2005. Joined Unilever 1973. Appointed UBS Limited. Member, International Advisory Non-Executive Director
Director 4 May 1999. Previous posts include: Chairman, Committee of Total. Member, European Commission Nationality: British. Aged 66. Appointed 2000.
Unilever PLC and Vice-Chairman, Unilever N.V. 2004- and Vice-President 1989-1999. Member, UK Non-Executive Director, Suez Group. Senior Advisor,
2005. Foods Director 2001. Financial Director 1999. Government 1979-1986. Home Secretary 1983-1985 Morgan Stanley International. UK Government
Controller and Deputy Financial Director 1998-1999. and Secretary of State for Trade and Industry 1985-1986. Minister 1997-1999. Group Chief Executive, BP p.l.c.
President, Lipton USA 1997-1998. President and CEO, 1992-1995 and Chairman 1995-1997.
Van den Bergh Foods USA 1995-1997. Chairman,
Indonesia 1991-1995. External appointments include:
Non-Executive Director, Pearson plc and Conseiller du
Commerce Extérieur de la France in the Netherlands.
Summary financial statement
Copies of the Unilever Annual Report and Accounts 2005, Unilever website
which are produced in both English and Dutch, can be accessed The maintenance and integrity of the Unilever website are the
directly or ordered through www.unilever.com/investorcentre responsibility of the Directors; the work carried out by the auditors
Shareholders may also elect to receive the Annual Report and does not involve consideration of these matters and, accordingly,
Accounts for all future years by request to the appropriate share the auditors accept no responsibility for any changes that may
registrars. Further details are provided on page 37. have occurred to the financial statements since they were initially
presented on the website.
The auditors have issued unqualified audit reports on the full
accounts and the auditable part of the Report of the Remuneration Legislation in the Netherlands and the UK governing the
Committee. The United Kingdom Companies Act 1985 requires preparation and dissemination of financial statements may differ
the auditors to report if the accounting records are not properly from legislation in other jurisdictions.
kept, if the required information and explanations are not received, or
if the Directors’ Report is inconsistent with the audited consolidated Reporting currency and exchange rates
accounts. Their reports on the full financial statements and the The sterling and US dollar figures shown on pages 16, 18, 20 and 36
auditable part of the Report of the Remuneration Committee have been provided for the convenience of users and do not form
contain no such statements. part of the audited accounts of the Unilever Group. These figures
have been translated from euros using the following rates of exchange:
The following Summary Financial Statement should be read together
with the narrative set out earlier in this Annual Review which Annual average rates Year-end rates
includes, to the extent applicable, any important future developments 2005 2004 2003 2005 2004 2003
or post-balance sheet events.
€1 = £ 0.6837 0.6781 0.6912 0.6864 0.7069 0.7077
€1 = $ 1.2440 1.2380 1.1260 1.1840 1.3660 1.2610
Auditors’ statement to the shareholders of Unilever N.V. and
Unilever PLC The balance sheet is translated at year-end rates and the income statement and cash
flow statement are translated at annual average rates.
We have examined the Summary Financial Statement in euros
set out on pages 30 to 31.
Accounting policies
Respective responsibilities of Directors and Auditors The accounts have been prepared in accordance with International
The Directors are responsible for preparing the Annual Review and Financial Reporting Standards as adopted by the EU, including
Summary Financial Statement 2005 in accordance with applicable interpretations from the International Financial Reporting Interpretations
law. Our responsibility is to report to you our opinion on the Committee and the Standing Interpretations Committee and with
consistency of the Summary Financial Statement within the Annual Book 2 of the Civil Code in the Netherlands and the United Kingdom
Review with the full annual accounts, the Report of the Directors Companies Act 1985.
and the Report of the Remuneration Committee, and its
compliance with the relevant requirements of Section 251 of the The accounts are prepared under the historical cost convention as
United Kingdom Companies Act 1985 and the regulations made modified by the revaluation of biological assets, financial assets
thereunder. We also read the other information contained in the classified as ‘available-for-sale investments’ and ‘at fair value through
Annual Review and consider the implications for our report if we profit or loss’, and derivatives.
become aware of any apparent misstatements or material
inconsistencies within the Summary Financial Statement. As a result of the operational and contractual arrangements in
place between NV and PLC, they form a single reporting entity for
Basis of opinion the purposes of preparing consolidated accounts. Accordingly, the
We conducted our work in accordance with Bulletin 1999/6 ‘The accounts of the Unilever Group are presented by both NV and PLC as
Auditors’ Statement on the Summary Financial Statement’ issued their respective consolidated accounts.
by the Auditing Practices Board for use in the United Kingdom.
Under IAS 10 we no longer recognise a liability in any period for NV 2005 2004
dividends which have been proposed but will not be approved Per €0.51 of ordinary capital
until after the balance sheet date. Interim €0.66 €0.63
Final €1.32 €1.26
Under IAS 12 we recognise certain additional deferred tax balances Total €1.98 €1.89
arising on temporary differences between the tax base and the
accounting base of balance sheet items. The most significant of PLC 2005 2004
these relates to intangible assets which were identified at the time
of the Bestfoods acquisition, on which a deferred tax liability has Per 1.4p of ordinary capital
Interim 6.77p 6.33p
been established via reserves. Final 13.54p 12.82p
Deferred tax balances arising in respect of pension assets and Total 20.31p 19.15p
liabilities are no longer netted off against pensions balances.
This has led to an overall reclassification of deferred tax balances Dividends for US shareholders
in the balance sheet.
Per €0.51 of NV Per 5.6p of PLC
ordinary capital ordinary capital
Under IAS 38 we capitalise and amortise purchased and internally
2005 2004 2005 2004
developed software where the appropriate criteria are met.
Interim $0.79 $0.80 $0.48 $0.47
From 1 January 2005 onwards, we present NV preference share Final $1.58* $1.62 $0.94* $0.96
capital as a liability rather than as part of equity, in accordance Total $2.37 $2.42 $1.42 $1.43
with IAS 32. Also from this date we have recognised all derivative *
Proposed final dividends translated into US dollars at the rate of exchange ruling on
financial instruments on the balance sheet at fair value. We 8 February 2006 (€1 = $1.19, £1 = $1.74 (rounded to two decimal places)). These
measure certain non-derivative financial assets at fair value and dividends will be paid using the exchange rates ruling on 8 May 2006 for NV and
apply hedge accounting methodology to all significant qualifying 9 May 2006 for PLC.
hedging relationships.
Summary information under US GAAP in US$ (unaudited)
In the case of retirement benefits, the amendments to IAS 19 Total operations: 2005 2004 2003
mean that the impact on Unilever has been restricted to certain
valuation differences which did not have a significant impact Net income attributable to shareholders (million) 3 292 3 325 4 287
Combined net income per share
on our reported numbers. Per €0.51 of ordinary capital 3.38 3.42 4.39
Per 1.4p of ordinary capital 0.51 0.51 0.66
For further details of these and other reporting changes
Combined diluted net income per share
which have applied for 2005, please refer to our website at Per €0.51 of ordinary capital 3.27 3.28 4.27
www.unilever.com/investorcentre Per 1.4p of ordinary capital 0.49 0.49 0.64
Shareholders’ equity (million) 17 751 19 141 16 834
Turnover definition
Until 31 December 2004 promotional couponing and trade
communication costs were included in the cost of advertising The Summary Financial Statement of Unilever has been prepared
and promotions. From 1 January 2005 these costs are deducted under accounting principles which differ in certain respects from
from turnover and treated as part of the price element in the those generally accepted in the US.
variance analysis of sales growth, together with other trade
promotion costs which are already deducted from turnover. Key differences arise from the treatment of goodwill and certain
Comparatives have been restated to reflect this change. intangible assets in prior years, derivative financial instruments,
pensions and the recognition of certain restructuring costs and
impairments. Further details of significant differences are given in
the Unilever Annual Report and Accounts 2005.
Summary financial statement continued
Continuing operations
Turnover 39 672 38 566 27 124 26 151 49 352 47 744
Attributable to:
Minority interest 209 186 143 126 260 230
Shareholders’ equity 3 766 2 755 2 575 1 868 4 685 3 411
Consolidated summary statement of recognised income and expense for the year ended 31 December
€ million £ million $ million
Attributable to:
Minority interests 249 167 165 112 263 230
Shareholders’ equity 4 204 2 374 2 779 1 621 4 155 3 486
Goodwill and intangible assets 18 055 17 007 12 393 12 022 21 376 23 231
Property, plant and equipment 6 492 6 181 4 456 4 369 7 686 8 443
Pension asset for funded schemes in surplus 1 036 625 711 442 1 226 854
Deferred tax assets 1 703 1 491 1 169 1 054 2 017 2 037
Other non-current assets 1 072 1 064 735 752 1 269 1 453
Total non-current assets 28 358 26 368 19 464 18 639 33 574 36 018
Assets held for sale 217 n/a 149 n/a 258 n/a
Borrowings due within one year (5 942) (5 155) (4 079) (3 644) (7 036) (7 042)
Trade payables and other current liabilities (incl. taxation) (8 658) (8 232) (5 942) (5 819) (10 251) (11 244)
Restructuring and other provisions (644) (799) (442) (565) (762) (1 091)
Total current liabilities (15 244) (14 186) (10 463) (10 028) (18 049) (19 377)
Net current assets/(liabilities) (4 443) (3 696) (3 049) (2 613) (5 260) (5 048)
Total assets less current liabilities 24 132 22 672 16 564 16 026 28 572 30 970
Borrowings due after more than one year 6 457 6 893 4 432 4 873 7 645 9 415
Pension liability for funded schemes in deficit 2 415 2 339 1 658 1 654 2 859 3 196
Pension liability for unfunded schemes 4 202 3 740 2 884 2 643 4 975 5 108
Restructuring and other provisions 732 565 502 399 866 772
Deferred tax liabilities 933 789 641 557 1 105 1 077
Other non-current liabilities (incl. taxation) 602 717 413 507 713 980
Total non-current liabilities 15 341 15 043 10 530 10 633 18 163 20 548
Consolidated summary cash flow statement for the year ended 31 December
€ million £ million $ million
Cash flow from operating activities 5 924 6 925 4 051 4 696 7 370 8 573
Income tax paid (1 571) (1 378) (1 074) (934) (1 954) (1 706)
Net cash flow from operating activities 4 353 5 547 2 977 3 762 5 416 6 867
Dividends paid on ordinary share capital (1 804) (1 720) (1 233) (1 166) (2 244) (2 129)
Interest and preference dividends paid (643) (787) (440) (534) (800) (974)
Change in borrowings and finance leases (880) (2 890) (602) (1 959) (1 095) (3 577)
Purchase of treasury stock (1 276) (332) (873) (225) (1 588) (411)
Other financing activities (218) (209) (149) (142) (271) (260)
Net cash flow from/(used in) financing activities (4 821) (5 938) (3 297) (4 026) (5 998) (7 351)
Net increase/(decrease) in cash and cash equivalents 47 (511) 32 (346) 59 (633)
Cash and cash equivalents at the beginning of the year 1 406 1 428 994 1 011 1 921 1 801
Effect of foreign exchange rate changes (188) 489 (158) 329 (482) 753
Cash and cash equivalents at the end of the year 1 265 1 406 868 994 1 498 1 921
Summary financial statement continued
Summary remuneration report Reward policy 2006 and beyond – Executive Directors
2005 was a year of far-reaching and important changes to the way Main principles
Unilever is run. These changes have had an important impact on It is the objective of Unilever’s remuneration policy for Executive
the work of the Remuneration Committee. Directors to drive performance and to set reward in support of
achievement of its goals. Therefore it is important to recruit key
The most significant change was the ending of the dual executives who can drive the business forward and achieve the
chairmanship and the creation of the single chief executive role. highest results for shareholders. This is essential to the successful
At the AGMs in May 2005 Antony Burgmans was appointed to leadership and effective management of Unilever as a major global
the new role of non-executive Chairman and Patrick Cescau took company. To meet this objective the Remuneration Committee
on the new role of Group Chief Executive. This change improved follows three key principles, supported by shareholders:
our governance and organisational effectiveness.
• A significant proportion of the Executive Directors’ total reward
At the AGMs in May 2005 three Executive Directors retired is linked to a number of key measures of company performance
after long and distinguished careers with Unilever. Clive Butler, to create alignment with the strategy and business priorities;
Keki Dadiseth and André van Heemstra all agreed to retire to
• The reward policy is benchmarked regularly against arrangements
allow the creation of a new executive team. Each agreed to retire
of other global companies based in Europe. This ensures that
at the age of 60. Unilever continued to pay their base salary and
Executive Directors’ reward levels remain competitive; and
benefits, in lieu of notice, for a maximum of one year, fulfilling
its contractual obligations.
• An internal comparison is made with the reward arrangements
for other senior executives within Unilever to support consistent
Anthony Burgmans stepped down as Executive Director at the
application of Unilever’s executive reward policies.
2005 AGMs and assumed the new role of Non-Executive Chairman.
In fulfilment of contractual obligations he continues to receive his
Each element of the Executive Directors’ reward package focuses on
salary and benefits until June 2006. However, he is no longer
supporting different business objectives. The Unilever reward policy
entitled to any annual or long-term incentives. After June 2006,
table on page 33 provides an overview of all the elements of reward
he will receive a fee for his services as Chairman.
(excluding pension), the key drivers, the resulting performance
measures and indicative levels. In setting targets for the performance
Given the new Board structure and Unilever’s longer-term strategy,
measures, the Committee is guided by what needs to happen to
the Committee reviewed the existing reward packages for each of
drive underlying performance and this is reflected in the short-and
the current Executive Directors during the year. Base salaries have
long-term performance targets.
been adjusted to reflect the new roles and responsibilities in line
with the market. The revised salary levels are set out on page 34.
Depending on the level of performance, the variable component
could vary between 0 and around 80% of the total reward
Annual incentives criteria for 2005 were underlying sales growth,
package (excluding pensions).
trading contribution (Unilever’s version of economic value added)
and individual performance targets. Taking into account the
Some of the Executive Directors serve as non-executive directors
actual delivery of sales growth and trading contribution in 2005,
on the Boards of other companies. Unilever requires that all
the annual incentive Executive Directors earned for 2005 were
remuneration and fees earned from outside directorships
roughly half maximum levels.
are paid directly to Unilever.
No awards vested in 2005 for Executive Directors under the TSR
Base salary
plan as Unilever’s TSR performance over the period 2002-2004
The Remuneration Committee reviews base salary levels annually,
fell short of requirements.
taking into account external benchmarks in the context of company
and individual performance.
Following shareholder approval, we operated the Global Performance
Share Plan for the first time. Its clearly defined performance criteria
focus management on top-line growth and cash flow generation.
For 2006, we retained the same criteria as in 2005 for annual
incentive, and we reviewed individual performance targets to ensure
these reflect, next to corporate performance, each Executive
Director’s responsibility for delivering specific growth objectives.
All this was done to create the greatest possible alignment between
the various elements of the remuneration package and Unilever’s
longer-term strategy.
Element Payment Indicative Levels at face Plan Objectives/Key Drivers Performance Measures
Method value – as % of base pay
Base Salary Cash Market Competitive Attraction and retention Individual performance
Short-term (one year)
of key executives
Annual Incentive Cash (75%) ED: 60% on target • Delivery of trading contribution (Unilever’s • Trading contribution (ED: 40%, GCE: 50%)
Shares (25%) (range of 0 – 100%) primary internal measure of an added
economic value) and top-line growth targets • Underlying sales growth (ED: 40%, GCE: 50%)
GCE: 90% on target
(range of 0 – 150%) • Individual responsibility for key Unilever • Individual contribution to Unilever business
business objectives strategy (ED: 20%, GCE: 50%)
Global Shares Grant level: c. 25% • Ungeared free cash flow as the basic driver • Ungeared free cash flow (50%)
Performance of Unilever shareholder returns
Share Plan Vesting level: 0 – 200% • Underlying sales growth (50%)
Long-term (three years)
TSR Long-Term Incentive Plan Arrangements for current Executive Directors in 2005
The TSR plan rewards Executive Directors for creating more value
for Unilever’s shareholders when compared with the investment Base salary
returns generated by competitors. Following the AGMs in May 2005, the number of Executive Directors
and their responsibilities changed substantially. The Committee
Under this plan conditional rights over shares in NV and PLC are therefore reviewed base salary levels in light of these changes. The
awarded annually to Executive Directors. salary levels were benchmarked against those paid in other major
global companies based in Europe, excluding companies in the
The current level of conditional annual awards is as follows: financial sector. The increases for 2005 reflect the change in the
composition and the responsibilities of the Executive Directors,
• Group Chief Executive: Shares in NV and PLC to the combined
market levels as well as individual and company performance. The
value of €800 000; and
total salary figure compared with that for last year has reduced
• Other Executive Directors: Shares in NV and PLC to the significantly as a consequence of the reduction in the number of
combined value of €500 000. Executive Directors. The current annual base salary levels for the
Executive Directors are set out below:
Vesting is subject to Unilever’s relative TSR performance. TSR
measures the returns received by a shareholder, capturing both Executive Director Current Annual Base Salary Levels
the increase in share price and the value of dividend income Based in the UK
(assuming dividends are re-invested). Unilever’s TSR performance P J Cescau £935 000
is compared with a peer group of competitors over a three-year R D Kugler £570 000
performance period. The TSR results are compared on a single
R H P Markham £645 000
reference currency basis.
Based in the Netherlands
No shares will vest if Unilever is ranked below position 11 of the C J van der Graaf €760 000
TSR ranking table over the three-year period. Between 25% and
200% of the shares will vest if Unilever is ranked in the top half Annual incentive
of the table. The annual incentive awards for 2005 were subject to achievement
of Underlying Sales Growth and Trading Contribution targets
Share Matching Plan (linked to the annual incentive) in combination with individual key strategic business targets.
The Share Matching Plan enhances the alignment with shareholders The Committee measured the results against the targets and
interests and supports the retention of key executives. In addition, determined the annual incentive amounts for 2005.
the necessity to hold the shares for a minimum period of three
years supports the shareholding requirements set out on page 33. Long-term incentives
• Global Performance Share Plan
As mentioned earlier, the Executive Directors receive 25% of the The first award under this new plan was made to Executive
annual incentive in the form of NV and PLC shares. These are Directors in 2005. The performance period of this award
matched with an equivalent number of matching shares. The is 1 January 2005 to 31 December 2007 and therefore no
matching shares will vest after three years provided that the award vested in 2005.
underlying shares have been retained during this period and the
Executive Director has not resigned or been dismissed. • TSR Plan
Vesting of the conditional award made in 2002 was based
The Remuneration Committee considers that there is no need for on the TSR performance of Unilever (when ranked against
further performance conditions on the vesting of the matching its defined peer group with competitors) over the three-year
shares because the number of shares is directly linked to the performance period ended 31 December 2004. For this period,
annual incentive (which is itself subject to demanding performance Unilever was ranked number 13 in the peer group and therefore
conditions). In addition, during the three-year vesting period the no vesting occurred for this award in March 2005. Therefore
share price of NV and PLC will be influenced by the performance these shares lapsed.
of Unilever which, in turn, will affect the ultimate value of the
matching shares on vesting. • Share Matching Plan
The matching shares originally granted in 2000 and 2002 on a
Executive Directors’ pensions conditional basis, vested in 2005 subject to fulfillment of the
Executive Directors are provided with a defined benefit final salary retention conditions.
pension, which is consistent with the pension provision for other
Unilever Netherlands and UK employees. The Executive Directors’ • Executive Options
arrangement provides a pension of a maximum of two-thirds of The grants of executive share options made in 2002 became
final pensionable pay if they retire at age 60 or later. exercisable as from 2005. As the size of the 2002 grants was
based on Unilever’s EPS performance, the options at vesting
As stated in last year’s report, the Remuneration Committee decided were subject to no further conditions.
that annual incentive would no longer be part of pensionable pay
for new Executive Directors appointed as from 2005. For Executive
Directors appointed prior to 2005, annual incentive is pensionable
up to a maximum of 20% of base salary.
100
• UK-based Executive Directors and other potentially affected 90
employees have been informed that the company will offer
80
them the option of capping their benefit provided by the Unilever
70
UK Pension Fund at their personal Lifetime Allowance and
60
receiving the balance of their benefit directly from the company.
50
The Summary Financial Statement was approved by the Boards of Directors on 28 February 2006.
A Burgmans P Cescau
Chairman Group Chief Executive
NV shareholders participating in the Shareholders Communication Toll free phone (inside US) 888 502 6356
Channel will be able to appoint a proxy electronically to vote on Toll phone (outside US) +1 816 843 4281
their behalf at the AGM in 2006. Website www.citibank.com/adr
Unilever PLC
PO Box 68, Unilever House
Blackfriars, London EC4P 4BQ
United Kingdom
T +44 (0)20 7822 5252
F +44 (0)20 7822 5951
www.unilever.com