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From Governance of Unilever 2011
The Disclosure Committee is generally responsible to the Board and reports as appropriate to the Board, Chief Executive Officer or the Chief Financial Officer. The Committee concerns itself with the establishment and maintenance of disclosure controls and procedures and the evaluation thereof and also with the appropriateness of the disclosures made.
The Disclosure Committee is responsible for the establishment and maintenance of disclosure controls and procedures and the evaluation thereof and also with the appropriateness of the disclosures made.
It is responsible to the Board through the Chief Executive Officer.
2.1 The membership of the Committee comprises the Group Controller, the Chief Legal Officer, the Group Treasurer and the NV Deputy Secretary;
2.2 The Chairman of the Committee is the Group Controller or, in his absence for any meeting, whoever is appointed by the Committee to that position for that meeting;
2.3 The Secretary of the Committee is whoever is appointed by the Committee to that position;
2.4 The Chairman of the Committee may review the membership of the Committee and may add to the membership of the Committee; and
2.5 The Head of Investor Relations, external auditors, legal advisers and brokers and any other person the Committee deems appropriate may be invited to attend meetings.
3.1 The purpose of the Committee is to ensure that information required to be disclosed by Unilever in the reports that it files or submits is properly identified, recorded, processed, summarised and reported to the senior management of Unilever, as appropriate, to allow timely decisions regarding required disclosure;
3.2 The Committee evaluates the adequacy of Unilever’s disclosure controls and procedures with respect to its reports and assists in their design and implementation;
3.3 The Committee ensures the timely and accurate disclosure of all information that is required to be disclosed to meet the legal and regulatory obligations and requirements arising from its listings of both debt and equity; and
3.4 The Committee maintains insider lists and manages and follows the operating procedures as set out in the Preventing Insider Dealing Code Policy and in the Unilever Disclosure and Share Dealing Manual.
In order to achieve its purpose, the Committee has the following duties:
4.1 To determine on a timely basis the disclosure treatment of material information and review any announcements dealing with any information that might have a significant effect on the share price and ensure the accuracy thereof and to consider generally the requirement for announcements in the case of rumours relating to Unilever and in the case of a leak of inside information, and in particular, the need to issue holding announcements;
4.2 The identification of inside information for the purposes of securing this information and maintaining the insider lists and alerting Corporate Secretaries, London to the existence of inside information giving rise to the need for amendments to or the creation of insider lists;
4.3 To identify and consider disclosure issues in connection with the preparation of periodic reports and participate in the review of such disclosures. As part of this process, the Committee shall:
(i) Review Unilever’s periodic reports;
(ii) Review and discuss with senior financial management whether Unilever’s periodic reports provide a fair presentation of its financial condition, results of operation and cash flows;
(iii) Assess the materiality of specific events, developments or risks to Unilever;
(iv) Review financial reporting issues that are significant to Unilever and other material reporting matters where the person primarily responsible for such matters made significant judgements (either independently or in consultation with others);
4.4 To monitor compliance with the Preventing Insider Dealing Code Policy and the Unilever Disclosure and Share Dealing Manual;
4.5 To review on an annual basis the section 302 certifications and the section 404 assertion made in relation to Unilever’s disclosure controls and procedures; and
4.6 To evaluate the effectiveness of Unilever’s procedures for recording, processing, summarising and reporting of information required to be disclosed by the group in its filings by reviewing on an annual basis the section 302 certifications and section 404 assertion.
Appendix 5 – Terms of Reference of the Disclosure Committee
30 Unilever The Governance of Unilever
5.1 The Committee is entitled to employ the services of such advisers as it deems necessary to fulfil its responsibilities.
6.1 Meetings are held at least five times a year, and on such other occasions as the Chief Financial Officer, Chief Executive Officer, Chief Legal Officer or Chairman of the Committee shall consider appropriate;
6.2 Meetings are convened by reasonable notice being served on each of the members by the Secretary;
6.3 All members of the Committee are expected to attend each meeting;
6.4 The quorum for meetings is two members, one of which must be the NV Corporate Legal Counsel or the Chief Legal Officer. Attendance can be by telephone;
6.5 All or any members of the Committee may participate in a meeting by teleconference or videoconference. A person so participating is deemed to be present in person at the meeting and shall be counted in a quorum accordingly;
6.6 Formal decisions are made by a simple majority vote, with the Chairman of the meeting holding a casting vote; and
6.7 The Secretary shall be responsible, in conjunction with the Chairman of the Committee, for compiling and circulating the agenda and papers for the meeting.
The Secretary will also be responsible for liaising with the Executive Team to ensure that all papers, reports etc. required by the Committee are forwarded to them in a timely manner.
7.1 The Committee will report on its conclusions about the effectiveness of the disclosure controls and procedures and any other disclosure issues it considers, whenever appropriate, to the Chief Financial Officer, Chief Executive Officer and, where necessary, to the Audit Committee and/or the Board; and
7.2 The Secretary will prepare minutes of all meetings of the Committee and these shall be promptly circulated to all members of the Committee and to the Board