Unilever-annual-report-and-accounts-2019 tcm244-547893 en PDF

Title Unilever-annual-report-and-accounts-2019 tcm244-547893 en
Course Corporate Finance 1
Institution Queen Mary University of London
Pages 183
File Size 4.7 MB
File Type PDF
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Download Unilever-annual-report-and-accounts-2019 tcm244-547893 en PDF


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Disclaimer This is a PDF version of the Unilever Annual Report and Accounts 2019 and is an exact copy of the printed document provided to Unilever’s shareholders. Certain sections of the Unilever Annual Report and Accounts 2019 have been audited. These are on pages 87 to 152, and those parts noted as audited within the Directors’ Remuneration Report on pages 66 to 72. 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. 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 Report and Accounts 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 forward-looking statements are made subject to the reservations specified in the cautionary statement on the inside back cover of this PDF. Unilever accepts no responsibility for any information on other websites that may be accessed from this site by hyperlinks.

Purpose-led, future-fit

Unilever Annual Report and Accounts 2019

Unilever Annual Report and Accounts 2019 This document is made up of the Strategic Report, the Governance Report, the Financial Statements and Notes, and Additional Information for US Listing Purposes. The Unilever Group consists of Unilever N.V. (NV) and Unilever PLC (PLC) together with the companies they control. The terms “Unilever”, the “Group”, “we”, “our” and “us” refer to the Unilever Group.

In this report Strategic Report How our strategy is delivering value for our stakeholders At a glance

2

Chairman's introduction

4

Our Board of Directors

5

Our Strategic Report, pages 1 to 46, contains information about us, how we create value and how we run our business. It includes our strategy, business model, market outlook and key performance indicators, as well as our approach to sustainability and risk. The Strategic Report is only part of the Annual Report and Accounts 2019. The Strategic Report has been approved by the Boards and signed on their behalf by Ritva Sotamaa – Group Secretary.

Chief Executive Officer's Q&A

6

Unilever Leadership Executive

7

Our Governance Report, pages 47 to 77 contains detailed corporate governance information, our Committee reports and how we remunerate our Directors.

Our value creation model

Our Financial Statements and Notes are on pages 78 to 142. Pages 1 to 162 constitute the Unilever Annual Report and Accounts 2019 for UK and Dutch purposes, which we may also refer to as ‘this Annual Report and Accounts’ throughout this document. The Directors’ Report of PLC on pages 47 to 59, 78 (Statement of Directors’ responsibilities), 108 (Dividends on ordinary capital), 121 to 127 (Treasury Risk Management), 148 and 152 (Post balance sheet events) and 160 (Branch disclosure) has been approved by the PLC Board and signed on its behalf by Ritva Sotamaa – Group Secretary. The Strategic Report, together with the Governance Report, constitutes the report of the Directors within the meaning of Article 2:391 of the Dutch Civil Code and has been approved by the NV Board and signed on its behalf by Ritva Sotamaa – Group Secretary. Pages 163 to 178 are included as Additional Information for US Listing Purposes.

Our strategy Our fast-changing world

8

Our strategy

9 10

Our stakeholders Stakeholder review:

12

– Consumers

14

– Our People

16

– Society

18

– Planet

19

– Customers

20

– Shareholders

21

Our performance

22

Financial review

24

Our risks

33

Non-financial information statement

46

Governance Report How we’re running a responsible and effective business

Online You can find more information about Unilever online at www.unilever.com For further information on our sustainability activities and performance visit www.unilever.com/sustainable-living The Unilever Annual Report and Accounts 2019 (and the Additional Information for US Listing Purposes) along with other relevant documents can be downloaded at www.unilever.com/ara2019/downloads

Corporate Governance

47

Report of the Audit Committee

54

Report of the Corporate Responsibility Committee

56

Report of the Nominating and Corporate Governance Committee

58

Directors’ Remuneration report

60

Financial Statements Our full financial results and notes for the year Statement of directors’ responsibilities

78

Independent auditors’ reports

79

Financial statements

87

Notes to the consolidated financial statements

91

Unilever N.V. company accounts and notes

143

Unilever PLC company accounts and notes

148

Group companies

153

Shareholder information

161

Index

162

Additional information for US listing purposes

163

Purpose-driven performance One in three people around the world use our brands every day. With this reach comes responsibility – and opportunity. That’s why we've made it our purpose to make sustainable living commonplace. To help people live well within the limits of the planet. This isn’t just something we say – it steers our decisions and shapes our actions, at every level of the business. Our focus on purpose goes back to the days of one of our founders, William Lever, well over 100 years ago. It’s part of Unilever history, and it’s integral to our future. This is why we want all our brands to take a stand, and act, on the big social and environmental issues facing the world. We believe we’ll be a better and more successful business by following this path. To truly make sustainable living commonplace, we have to be fit for the future. This means anticipating the significant changes which are shaping our industry. Becoming fully digitised, lower cost, faster acting and more agile. Using our scale and influence to create positive change well beyond Unilever. Expanding into high-growth markets with superior products that are good for both people and the planet. And continuing to attract the very best people into a diverse, inclusive and flexible working culture.

Purpose-led, future-fit

At a glance As one of the world’s largest and oldest consumer goods businesses, we’re on a mission to make sustainable living commonplace.

A truly global business

Strong brands with purpose

Our brands are available in over 190 countries.

Our 400+ household brands help people feel good, look good and get more out of life.

2.5 billion

of brands with purpose

people use our products every day

60% of turnover in emerging markets

12

A growing portfolio

25 million

13 of the top 50 FMCG brands*

retail sales outlets in our distribution chain

brands with turnover of more than €1 billion in the year

84% of brands in top 1 or 2 market positions

Read more about our brands and consumers on pages 14 to 15.

Using our scale for good

Powered by our people

We have ambitious time-bound sustainability goals which are delivering significant impact.

Our purposeful and inclusive culture attracts and keeps the very best.

1.3 billion people helped to improve their health and hygiene since 2010

51/49 150 thousand

62%

employees

gender balance in management (female/male)**

of agricultural raw materials sustainably sourced

90%

100%

of our leaders are local

Number 1 FMCG graduate employer of choice in 52 markets

renewable grid electricity in 5 continents

Read more about our people on pages 16 to 17. *

Read more about society and the planet on pages 18 to 19.

2

Unilever Annual Report and Accounts 2019

Based on market penetration and consumer interactions (Kantar Brand Footprint report). ** Based on a total management population of 15,028 Unilever employees.

Strategic Report

Financial highlights What we stand for:

Making sustainable living commonplace. What we offer:

Beauty & Personal Care, Foods & Refreshment, Home Care Read more about our brands and consumers on pages 14 to 15.

€52.0 billion turnover

€6.1 billion free cash flow*

€4.2 billion dividends paid

19.1%

underlying operating margin*

16.8%

operating margin

Beauty & Personal Care What we stand for:

Beauty that cares for people, society and our planet.

€21.9 billion turnover

Our largest categories:

Deodorants, Haircare, Skin care, Skin cleansing A selection of our brands:

Axe, Clear, Dove, Lifebuoy, Lux, Pond's, Rexona, Signal, Suave, Sunsilk, TRESemmé, Vaseline

42% of total turnover 52% of total operating profit

Foods & Refreshment What we stand for:

Taste good. Feel good. Force for good.

€19.3 billion turnover

Our largest categories:

Ice cream, Savoury, Dressings, Tea A selection of our brands:

Ben & Jerry’s, Breyers, Brooke Bond, Heart (Wall’s), Hellmann’s, Knorr, Lipton, Magnum, Pukka, Sir Kensington’s, Unilever Food Solutions

37% of total turnover 32% of total operating profit

Home Care What we stand for:

Making your home a better world. Making our world a better home. Our largest categories:

Fabric solutions, Home and hygiene

€10.8 billion turnover 21% of total turnover

A selection of our brands:

Cif, Dirt is Good (Omo, Persil), Domestos, Seventh Generation, Sunlight

16% of total operating profit

Read more about our Divisions on pages 14 to 15. * Free cash flow and underlying operating margin are non-GAAP measures. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on page 27.

Unilever Annual Report and Accounts 2019

3

Chairman's introduction Our new Chairman reflects on a year of positive value creation, changes to the Board and the steps being taken to accelerate growth in 2020 and beyond.

Sadly, on 31 August 2019, Mary Ma, one of our Non-Executive Directors, passed away after a short illness. Mary was a highly committed and capable Director who put her expertise and experience at the service of Unilever and is greatly missed.

Remuneration

Nils Andersen Chairman Having served on the Board for five years, I am already well aware of Unilever’s reputation as a purpose-driven company, one founded on strong values, wonderful brands and a talented and committed workforce. It was an honour therefore to have been asked to become your Chairman in November 2019 and since then I have continued to work with the Board and the Unilever Leadership team to support the Group's ambitions. On behalf of the Board, I would like to thank my predecessor, Marijn Dekkers, for his strong leadership as Chairman and for his support in helping to ensure a seamless transition.

2019 Performance Unilever delivered another year of positive value creation in 2019, driven by a continuing balance of underlying sales growth, improved profitability and strong cash generation. Underlying sales growth fell slightly short of the company’s targeted range of 3-5%, which while disappointing, could be explained in part by a significant slowdown in some of Unilever’s high-growth markets. Some of these economic headwinds will continue throughout 2020, but clear plans are in place – which the Board has reviewed – to accelerate the rate of Unilever’s growth in 2020 and beyond.

Board composition and succession The Board appointed Alan Jope to the role of CEO on 1 January 2019 and Alan was duly elected as an Executive Director at the 2019 AGMs. The Board fully endorses the strategy Alan has set out to ensure that Unilever is purpose-led and future-fit, a strategy that at its heart believes sustainable business drives superior performance, creating long-term value for our stakeholders.

During 2019 we continued to consult with shareholders on our Remuneration Policy, particularly for the Executive Directors, and set in motion the consultation process for implementing our Remuneration Policy in 2020. With the aim of maintaining the high levels of support from shareholders at the 2019 AGMs for the implementation of our Remuneration Policy, we continued constructive engagement with both our investors and proxy voting agencies on how we intend to evolve the implementation of our Directors’ Remuneration Policy.

Corporate Governance Recent revisions of Corporate Governance Codes applicable to Unilever expanded on the longstanding requirements for directors to remain mindful of the duties they have to consider the many stakeholders who have an interest in our business. A particular stakeholder focus for the Board during the year was our workforce. As a result, NEDs conducted a number of workforce engagement events to assess employee sentiment. Four face-to-face events were held in Brazil and the UK, allowing for open discussions on issues important to our people. The Board believes that an open, authentic and agile culture at all levels of Unilever fuels personal and business growth. The Board will therefore continuously monitor the culture within the organisation, whether during Board visits, through workforce engagements or by continuing to engage regularly with the Unilever Leadership Executive and other Unilever managers. Further information on our engagement with Unilever’s employees can be found on page 48. In 2019, we took further steps in our commitment to be at the forefront of good governance by cancelling the NV preference shares. We also initiated the termination of the depositary receipt structure for the NV ordinary shares which took effect on 28 June 2019.

I was delighted that you also elected Susan Kilsby as a Non-Executive Director at the 2019 AGMs in May, with her appointment taking effect on 1 August 2019. Susan has extensive Board experience as a non-executive in global consumer goods, financial and pharmaceutical sectors, and possesses deep international banking, financial and M&A experience.

4

Unilever Annual Report and Accounts 2019

Evaluation Our Board evaluation in 2019 was externally facilitated and the results were discussed at the January 2020 Board meeting. The Board continues to operate in an effective manner overall, and reflecting on the lessons learnt by the Board in the previous year the Board agreed, in particular, in the evaluation discussions to maintain strong focus on organic growth, portfolio evolution, leadership talent, and organisation. Each Board Committee also performed its own self-evaluation, agreeing areas where it could enhance its effectiveness further. These are described within each Committee Report.

Looking ahead The Board fully supports the strategy Unilever is following, including the strategic review of the tea business, and is confident that everything possible is being done to help accelerate topline growth in 2020. The Board’s confidence also derives from the high calibre of Unilever’s management. We look forward to working with Alan Jope and his team in helping to ensure Unilever remains a long-term, sustainable growth company. During its various visits last year to Unilever’s operations, including in Brazil and the United States, the Board was able to witness first-hand the passion and commitment of Unilever’s hard-working employees. On behalf of the Board, I want to thank all of the 150,000 employees of Unilever for their efforts in 2019, and also acknowledge our appreciation for the continuing support of the Group’s shareholders.

Strategic Report

Our Board of Directors Our Non-Executive Directors bring diverse experience to the Board's strategic discussions and decision-making.

Youngme Moon

Laura Cha

Vittorio Colao

Vice-Chair and Senior Independent Director

Non-Executive Director

Non-Executive Director

Marijn Dekkers

Judith Hartmann

Andrea Jung

Non-Executive Director

Non-Executive Director

Non-Executive Director

Susan Kilsby

Strive Masiyiwa

John Rishton

Non-Executive Director

Non-Executive Director

Non-Executive Director

Our fellow Board member Mary Ma passed away unexpectedly on 31 August 2019. Mary joined Unilever in 2013 and served as a Non-Executive Director. She contributed strongly to the Board, serving as a member of the Audit Committee and more recently, the Compensation Committee. We will remember Mary as a wonderful friend and will miss her warmth of character and kindness of spirit. She was a highly capable and committed Director who put her expertise and distinguished experience at the service of Unilever for many years.

Feike Sijbesma

Mary Ma

Non-Executive Director

1952 – 2019

Unilever Annual Report and Accounts 2019

5

Chief Executive Officer's Q&A Alan Jope answers questions on our performance in 2019, our Compass strategy, and other highlights and challenges of the year.

Alan Jope Chief Executive Officer

How do you see the current state of the world and the impact on Unilever’s markets? There’s no doubt that conditions are challenging right now. Sluggish economies and a high degree of geopolitical uncertainty are inevitably impacting consumer confidence and spending, which in turn is intensifying competition in the retail sector. However, Unilever has now been around for 90 years and so we are very accustomed to operating through downturns and periods of uncertainty like this, and indeed emerging stronger. Moreover, all our competitors – big and small – face the same challenges. The key in this environment is to remain relevant to the consumers you serve. For us, that comes down to two things. First, earning trust by operating a responsible, multi-stakeholder business model. And second, harnessing advances in science and technology – and especially digital – in ways that allow us to reach and delight consumers in new and ever more inventive ways. We are firmly focused on both. The recent outbreak of Coronavirus (COVID-19) is clearly concerning and we are monitoring developmen...


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