Unilever Annual Report and Accounts 2022
Unilever Annual Report and Accounts 2022
Unilever Annual Report and Accounts 2022
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Delivering sustainable
business performance
About Unilever Review of the Year Our Performance Our Principal Risks
Running a responsible and effective business Our full financial results and notes for the year
You can find more information about Unilever online at Unilever Annual Report and Accounts 2022
This document is made up of the Strategic Report, the Governance Report, the
www.unilever.com Financial Statements and Notes, and Additional Information for US Listing
Purposes. The Unilever Group consists of Unilever PLC (PLC) together with the
companies it controls. The terms ‘Unilever’, the 'Company', the ‘Group’, ‘we’, ‘our’
For more about our sustainability activities and and ‘us’ refer to the Unilever Group.
Our Strategic Report, pages 1 to 76, contains information about us, how we create
performance visit
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
www.unilever.com/planet-and-society sustainability and risk. The Strategic Report is only part of the Annual Report and
Accounts 2022. The Strategic Report has been approved by the Board and signed
on its behalf by Maria Varsellona – Chief Legal Officer and Group Secretary.
Our Governance Report, pages 77 to 131, contains detailed corporate governance
The Unilever Annual Report and Accounts 2022 (and the information, our Committee reports and how we remunerate our Directors.
Additional Information for US Listing Purposes) along with Our Financial Statements and Notes are on pages 133 to 213.
other relevant documents can be downloaded at Pages 133 to 225 constitute the Unilever Annual Report and Accounts 2022, which
we may also refer to as ‘this Annual Report and Accounts’ throughout this
www.unilever.com/investors/annual-report-and- document.
accounts The Directors’ Report of PLC on pages 2 to 4, 6 to 34, 39 to 42, 62 to 64, 70 to 71, 78
to 108, 110 to 112, 167, 172, 186-192, 195, 204, 224 to 225, 228 and 233 has been
approved by the PLC Board and signed on its behalf by Maria Varsellona – Chief
References to information on websites in this document are Legal Officer and Group Secretary.
included as an aid to their location and such information Pages 226 to 235 are included as Additional Information for US Listing Purposes.
is not incorporated in, and does not form part of, this
document. Any website is included as an inactive textual
link only.
Unilever is one of the world’s largest consumer goods
companies with a portfolio of leading purposeful
brands, an unrivalled presence in future growth
markets, and a determinedly commercial focus as
a sustainable business.
We are creating value for our multiple stakeholders
through the clear investment choices we have made in
our Compass strategy which, along with our step-up in
operational excellence, are improving the consistency
and competitiveness of our performance.
2022 has been a year of significant change for Unilever.
Our new Compass Organisation is designed to make us
faster and simpler, more category-focused, and more
accountable as a team.
This Annual Report tells the story of 2022 through our
five new Business Groups. It is a story of strong growth
as we build towards our vision of demonstrating that
sustainable business delivers winning performance.
Powered by
our people 127,000 No1
Our diverse and talented people Employees in around FMCG employer of choice
are the heartbeat of Unilever –
when they thrive, our business
100 countries for graduates and early
thrives. We have created a career talent in 16 out of
high-performance growth our 20 biggest markets
culture which is human,
purposeful and accountable.
Cutting-edge
insights 1.5bn+ 3m
Consumer and customer insights Consumer data Consumers engaged
are the lifeblood of our business.
We use technology and data to
touchpoints delivering annually through our
understand how people live, buy 300m+ personalised engagement platforms
and use our products, giving us digital experiences
a competitive edge.
Impactful
innovations €908m €1.7bn
Our team of passionate Spend on Research and Incremental turnover
scientists and researchers create
innovations behind the products
Development from innovations
and experiences our consumers
love, which in turn drives growth
for our business.
2 Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
Resilient supply
chain 52,000 €41.3bn
We source ingredients and raw Suppliers we work with Spend on raw materials
materials from over 150 countries.
Working in partnership with our
and services
suppliers is critical to our future
growth and sustainability
performance.
World-class
manufacturing 280 -68%
Our factories are the engine Factories operated Reduction in GHG
room of the business, where our (a)
products are made – and where
by Unilever emissions from energy
we prioritise above all else safety, and refrigerant use
quality and sustainability. in our operations
since 2015
Agile customer
operations 500 25m
Our customer operations team Logistics warehouses Customer orders
coordinates distribution and
logistics to ensure that products
occupied by Unilever processed annually
leave our factories and
warehouses, and find their way to
the many millions of customers
who sell them – in-store and
through digital channels.
Effective and
purposeful
marketing €7.8bn 14
We invest in marketing and Spend on Brand and Unilever brands in the
advertising to make our brands
memorable and appealing.
Marketing Investment top 50 most chosen
(b)
Our research shows that brands FMCG brands globally
with purpose, coupled with All numbers relate to 2022 reporting period.
(a) We also work with approximately 1,000
product superiority, can unlock collaborative third-party manufacturing sites (b) Based on market penetration and
accelerated growth. to meet changing consumer demand consumer interactions (Kantar Brand
(including 82 dedicated to Unilever). Footprint report 2022).
Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever 3
The Unilever Compass Strategy
for Sustainable Growth
Where to play
Build a high growth portfolio across five Business Groups
Beauty & Wellbeing* Personal Care Home Care Nutrition Ice Cream
Win with our brands, powered by superior products, innovation and purpose
Win with
Improve people’s Contribute to a
differentiated Improve the health
health, confidence fairer, more socially
science & of the planet
and wellbeing inclusive world
technology
How to win
Operational Excellence A growth-focused
Global Leader in
through the 5 Growth and purpose-led
sustainable business
Fundamentals organisation and culture
Drive climate action Drive greater category focus
Purposeful brands
to reach net zero and expertise
Reduce plastic as part Leverage power of
Improved penetration
of waste-free world Unilever-wide capabilities
Regenerate nature Unlock speed and agility of a
Impactful innovation
and agriculture digitally enabled organisation
Raise living standards Be a beacon for equity,
Design for channel
in our value chain diversity and inclusion
4 Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
Our Compass Organisation
Unilever Corporate Centre
A lean global ‘One Unilever’ team which sets global strategy, provides functional
expertise and sets standards across all Business Groups and Business Units.
Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever 5
Chair's statement
Consumer healthcare – another accelerating category – is also
an area of keen interest. Our exchanges at the beginning of
last year with GSK and Pfizer about acquiring their consumer
healthcare arm have been well documented and commented
upon. Investors let it be known that they would not welcome a
move of that size or scale. The Board listened carefully to the
concerns and made clear that we do not intend to pursue any
large-scale acquisitions in the foreseeable future.
Instead, we have continued to follow our strategy of building
Unilever’s presence in consumer healthcare through bolt-on
acquisitions and organic growth. Good progress was made
on both fronts last year. Our Health & Wellbeing business
continued to deliver strong organic growth, but was also
complemented during the year by the acquisition of Nutrafol,
a leading hair wellness brand. Members of the Board were
Nils Andersen pleased to meet with the founders of Nutrafol in New York last
Chair summer and were encouraged to hear first-hand about the
exciting potential the brand has for expansion.
6 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Board composition and succession Looking ahead
In July, we were pleased to welcome to the Board, Nelson Peltz, It is clear that 2023 is going to be another challenging year
whose Trian Partners investment firm is one of Unilever’s top for the world economy, with the very real prospect of a global
ten shareholders. Nelson has also joined the Compensation recession. We don’t know exactly what impact this will have
Committee. on consumer spending, but we need to be ready. That means
continuing to price responsibly and expertly, while also being
A business figure of international repute, Nelson brings a
sure to manage the necessary trade-offs between pricing,
wealth of experience to Unilever, particularly in consumer
operating margin and competitiveness.
goods, where he has served on the boards of many of the
sector’s leading companies. The Company met this challenge well in 2022 and the Board
is confident that Unilever has the resilience to ride out these
In September, our CEO Alan Jope, announced his intention to
inflationary storms and emerge stronger. The priority in 2023
retire from Unilever in 2023 after 38 years with the business,
will be to drive organic top-line growth, while continuing to
nearly a third of them spent on the Unilever Leadership
invest competitively behind the Company’s world-leading
Executive. Alan has given wonderful service and leadership
brands. The recent sharpening of the strategy and the changes
to Unilever during an exemplary career and the Board has
to the organisational structure will certainly stand the business
thoroughly enjoyed working with him.
in very good stead.
After an extensive global search, we were delighted to
The extraordinary events of the last few years have presented
announce that Hein Schumacher will become the new CEO
enormous challenges in running a business operating in every
of Unilever from 1 July 2023. Hein is currently CEO of Royal
corner of the globe. The Board is grateful to the management
FrieslandCampina, the global dairy and nutrition business.
team for the very capable way in which they have led the
Since October 2022, Hein has also served as Non-Executive
business through this tumultuous period, and we are full of
Director on the Unilever Board, following a search process
admiration for the Company’s 127,000 employees, who –
that originally began in 2021.
despite the challenges – have delivered a strong year for
Hein has an excellent track record of delivery in the global Unilever and its stakeholders.
consumer goods industry. He brings exceptional strategic
capabilities, proven operational effectiveness, and strong
experience in both developed and emerging markets. The
Board is looking forward to working with him as CEO as we Section 172 statement
work to realise the full potential of Unilever to the benefit
of all our stakeholders. Under Section 172 of the UK Companies Act 2006 (‘Section
172’) directors must act in the way that they consider, in
good faith, would be most likely to promote the success
of their company. In doing so, our Directors must have
regard to stakeholders and the other matters set out in
Section 172. Pages 62 to 63 and 87 comprise our Section
172 statement. Pages 62 to 63 of our Strategic Report
identifies our key stakeholders and provides examples of
how the business engaged them during 2022, with cross
references to the Review of the Year section for more
detail. Page 87 of our Governance Report details how our
Directors have taken steps to understand the needs and
priorities of these stakeholders when setting Unilever’s
strategy and taking decisions concerning the business,
including by direct engagement or via their delegated
committees and forums. The relevance of each
stakeholder group may vary depending on the matter
at hand.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 7
Chief Executive Officer's statement
Importantly, growth was broad-based across our five Business
Groups. It was driven by a strong performance from our
biggest brands. With the addition last year of Lifebuoy and
Comfort, we now have 14 brands with a turnover of more than
one billion euros. Together these brands grew 10.9% last year
and now represent a healthy 53% of Unilever’s business.
We also benefited from our strong presence in emerging
markets, which experienced a resurgence after the challenges
of recent years. Although some markets, like Indonesia,
remained under pressure and China continued to be held
back by prolonged Covid lockdowns, in aggregate our
emerging market businesses grew 11.2%. This included strong
performances in the Unilever heartlands of South Asia, South
East Asia, and Latin America.
On profitability, despite the huge increase in our total costs
– only three-quarters of which was recovered through pricing –
Alan Jope we delivered an underlying operating margin of 16.1%, in line
Chief Executive Officer with our guidance. Our absolute underlying profit was up
slightly, to €9.7 billion. Free cash flow was €5.2 billion – a very
Q. 2022 was a very volatile year for the world robust performance in the circumstances.
economy. How did this impact Unilever’s
business? Q. As you look back, what were you most
encouraged about in 2022 and what didn’t go as
I would characterise 2022 as another volatile year, following
two extraordinary years in 2020 and 2021. Indeed, it was well as you would have hoped?
instructive to see one renowned dictionary, Collins, declare We delivered a strong set of results in 2022, but it is the quality
‘permacrisis’ to be word of the year in 2022, defined as ‘an – and consistency – of our performance that gives most cause
extended period of instability and insecurity’. for encouragement, and in particular the extent to which it
Certainly, the evidence of instability was all around us. reflects our strategic choices. Under the Unilever Compass
Lockdowns arising from the Covid pandemic continued to for Sustainable Growth (pages 4 to 5), we have set out the
cast a pall over parts of the world, notably China, home to categories, brands, markets and channels that are key to
Unilever’s third-largest business. The damage and disruption Unilever’s success and which we are prioritising for investment
from the effects of climate change reached new levels. and growth.
According to one report, 10 climate-related disasters each In each case, we are making real headway. For one, we
caused more than $3 billion of damage. And the Russian have a stronger, sharper portfolio. Recent acquisitions and
government’s brutal and senseless invasion of Ukraine not disposals have helped to position Unilever more effectively
only brought war to Europe – and untold suffering to the in faster-growing parts of the market, including in Prestige
people of Ukraine – but also amplified an emerging global Beauty and Health & Wellbeing. Our top brands are in great
energy crisis. shape, growing well above the Unilever average and at rates
The most obvious – and damaging – economic consequence not seen for many years. Our three biggest markets – the US,
of these events for Unilever was soaring material costs, stoking India and China – performed well in very different market
inflation to levels not seen since the 1980s. Unilever’s own conditions. And under our channel strategy, we are capturing
material cost inflation reached €4.3 billion in 2022 – more than more than our share of the explosion in digital commerce,
twenty times what we would normally expect to see. At a time which now represents 15% of Unilever’s business and grew last
when consumers are under huge strain, increasing prices to year by 23%. In short, the Unilever Compass for Sustainable
cover such a large spike in costs needs to be done sensitively, Growth is proving to be a winning strategy, one that is backed
and responsibly. Pricing also needs to be complemented with up, operationally, by a considerable step-up in the quality of
higher levels of productivity savings and efficiencies, thereby our execution in the marketplace.
protecting the Company’s ability to invest in growth. Despite In terms of what could have gone better, the leaking of private
the uncertainties of the last year, I do believe we struck the exchanges with GSK and Pfizer about a potential acquisition of
right balance when it came to managing pricing, savings, their consumer healthcare business perturbed many investors,
and investment. who questioned the size and timing of a deal. Even though we
moved on quickly from the episode – ruling out large-scale
Q. Given this backdrop, how do you assess the acquisitions for the foreseeable future – we recognise that
Group’s performance in 2022? rebuilding confidence among shareholders takes time. We are
committed to doing that and have engaged extensively with
Overall, it was a strong performance. Growth was our number investors over the last year on how we intend to drive value
one priority and we delivered Unilever’s fastest rate of growth through changes to our portfolio and organisation, as well as
for many years, with underlying sales up 9.0%. Although this through an increased focus on operational execution.
was driven by strong pricing action – with price growth of 11.3%
– the impact on volume growth was modest (down 2.1%). This Q. Last year saw the revamping of Unilever’s
speaks to the strength of our brands, as well as to the quality
of our execution in the markets, something we have worked organisational model. What impact do you
hard to step-up over recent years. expect the new Compass Organisation to have
Our strong underlying performance, combined with the impact on business performance?
of currency movements (+6.2%), meant Unilever’s turnover was The scale of the change introduced last year is hard to
up by 14.5%, crossing €60 billion for the first time. overstate. This was the biggest shake-up in Unilever’s way of
operating for many years. It was driven by the recognition that
8 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
competing in today’s fast-paced and fragmented marketplace ■ On risk, for a business whose operations are reliant on water
– where consumers have more choice and higher expectations – and where nearly 40% of manufacturing sites are in water-
– demands greater levels of category expertise and stressed areas – it makes business sense to have water
responsiveness. stewardship programmes in the most affected areas, like
Our five Business Groups are the centrepiece of the new India, where 1.9 trillion litres of water have already been
organisation. They are: Beauty & Wellbeing, Personal Care, conserved.
Home Care, Nutrition, and Ice Cream. These are each sizeable ■ And, finally, on talent, internal surveys show that our
businesses, catering to distinct consumer and customer needs commitment to purposeful business is a key factor in why
and operating in very different channels. The Business Groups high-performing people stay with the Company. It also
have the freedom to set their own strategies and allocate helps to explain why we are the industry employer of choice
resources, bringing new levels of speed and focus to the way in 16 of our top 20 markets.
Unilever operates.
To strengthen the business case further and provide greater
Crucially, the model is also founded on leveraging the power
focus to our sustainability efforts, we have called out four
and scale of ‘One Unilever’ through our highly skilled Unilever
areas that will define our corporate priorities in the period
Business Operations team – the systems backbone of the
ahead: accelerated action on climate change; reducing our
Company – as well as through the expertise provided by a lean
plastic footprint; regenerating nature and agriculture; and
Corporate Centre.
raising living standards in our value chain, including through
It is still early days. We are a few months into a transformation the implementation of a living wage. See pages 32 to 41 for
that will take place over two years. However, there is a lot further details of our progress.
of enthusiasm for the changes among our increasingly
While increasing numbers of people acknowledge the
empowered teams. There are also many examples (featured in
correlation between sustainable business and improved
other parts of this report) of faster and more effective decision-
performance, some are yet to be convinced. The onus remains
taking. We are also delighted that the business performed very
firmly on us to go on making the case and demonstrating the
well in the quarters leading up to, and immediately after, the
connection.
launch of the new model on July 1 2022.
In short, the new Compass Organisation represents a modern, Q. Looking ahead, how do you assess the
fit-for-purpose operating model that will enable Unilever to
compete even more effectively in the years ahead. Moreover,
external trading environment and what are
by structuring the business around five Business Groups – each your key priorities for the business in 2023?
with the potential to grow above Unilever’s historic average – Unfortunately, we expect the lack of macroeconomic stability
we are confident that the new organisation can help to to continue into 2023, and while inflationary pressures
accelerate Unilever’s rate of growth. are likely to ease later in the year, inflation will remain
at historically high levels for some time to come, with all
Q. How are you progressing towards your the attendant consequences for consumer confidence
vision of making Unilever the global leader and spending.
in sustainable business and demonstrating We are not daunted by this. As we demonstrated last year,
how this drives winning performance? Unilever is a resilient business, well versed to operating in
volatile and high inflation markets. We have a clear set of
Our commitment to sustainability comes with an unwavering priorities and objectives to guide us.
determination that it contributes to strong value-creation.
It was good to see a number of leading surveys rank Unilever Growth will be our number one priority, driven by investments
as the global leader in sustainability again last year, most in the key elements of Unilever’s compounding growth model
notably the GlobeScan SustainAbility Leaders Survey, – brand support, R&D and capital expenditure. With cost
the largest of its kind. We were also pleased to top the pressures remaining at historically high levels, our focus will
Responsibility 100 Index, a considered assessment of how be on striking the right balance of price increases and savings
FTSE 100 companies are living up to their sustainability delivery, commensurate with protecting our volumes and
commitments. improving Unilever’s competitiveness.
However, while these surveys cement Unilever’s reputation as We will go on navigating these challenging conditions while
a leader in sustainability, the real test comes in being able to putting in place the strategic, operational and organisational
commercialise the investments we have made and show that pillars necessary for long-term success and value creation.
sustainable business is a pathway to better performance. We had a strong end to last year and are firmly fixed on
The business case relies on being able to demonstrate four carrying that momentum into 2023. Despite the tough
things – that sustainable business drives growth, reduces cost, environment, we are cautiously optimistic. It is an optimism
borne of the incredible efforts again last year of Unilever’s
lessens risk and acts as a magnet for talent. On each of these
dedicated and hard-working employees, as well as the
dimensions, there is mounting evidence to support the case:
millions more who make up our extended value chain, who it
■ On growth, our own experience confirms that purpose is
has been the greatest honour to lead and work alongside.
a catalyst for growth when it builds on the prerequisites
of great product performance and good value. The From a personal perspective, in my remaining time with the
performance of some of our largest and most purposeful Company, I am determined to see through the important
changes we have been making to Unilever, and which –
brands, such as Hellmann’s, OMO and Rexona which all
increasingly – we see reflected in the Company’s performance.
grew double-digit in 2022, supports this.
I will continue to work tirelessly to leave the business in good
■ On cost, while we often have to invest to drive the transition
shape for my successor, Hein Schumacher, who I am confident
to a sustainable business, cost efficiencies are increasingly will take Unilever to new heights in the years ahead.
visible. Since 2008, we have avoided costs of around
€1.5 billion from energy and water efficiency measures
in our factories.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 9
Group Financial Review
Strong sales growth and continued progress against strategy.
The operating environment in 2022 was challenging from Operating profit was €10.8 billion which included €2.3 billion
(b)
a geopolitical standpoint and saw record levels of inflation. of profit from the sale of our Tea business and €1.2 billion
We continued to serve consumers in these challenging times of other non-underlying items, the most significant being
with our focus on operational excellence. We also rewired restructuring costs of €0.8 billion including costs related to
the organisation into a simpler, more category-focused the setup of the new organisation structure.
operating model with sharper domain expertise and end-to
-end accountability across our newly created five Business Underlying operating profit was €9.7 billion, up 0.5% versus the
Groups – Beauty & Wellbeing, Personal Care, Home Care, prior year. Underlying operating margin decreased by 230bps.
Nutrition and Ice Cream. Gross margin decreased by 210bps reflecting the significant
inflation in raw material, packaging, processing and
Growth and margins distribution costs globally. We continued to invest behind our
brands with a step-up in brand and marketing investment of
Against this backdrop, the Group generated turnover of €0.5 billion in constant exchange rates, contributing 10bps to
€60.1 billion, operating profit of €10.8 billion, net profit of underlying operating margin. Overheads increased by 30bps
€8.3 billion and free cash flow of €5.3 billion during the year. largely due to investments in capabilities to drive growth and
Turnover increased 14.5% while underlying sales growth was increased scale of our Prestige Beauty and Health & Wellbeing
9.0%. There was a negative impact of 1.0% from acquisitions businesses.
and disposals and a positive currency impact of 6.2% driven
by strengthening of currencies in our key markets such as the
US, Brazil, India and China. Growth was broad-based across Cash, capital allocation and earnings
each of our five Business Groups. We generated free cash flow of €5.2 billion, including
Input cost inflation continued to accelerate and reached €0.3 billion of tax paid relating to the separation of the Tea
record levels in 2022. We stepped up our pricing action business. This represents cash conversion of 97%.
decisively, delivering underlying price growth of 11.3%, the We announced a share buyback programme of €3 billion to be
highest in the past 10 years. This had, as expected, some completed over 2022-23. We completed the first two tranches
negative impact on volumes, with underlying volume growth during the year and repurchased shares worth €1.5 billion.
declining by 2.1%. Dividend payments were maintained in line with prior year
Our one billion euro plus brands, accounting for 53% of Group at €4.3 billion.
turnover, delivered underlying sales growth of 10.9% (see page Diluted earnings per share were €2.99, a 29% increase versus
(a)
11). Our digital commerce sales footprint continues to grow prior year. Excluding the impact of the gain on disposal of
and now represents 15% of our overall sales. The US and India, our Tea business and other non-underlying items, underlying
two of our key growth markets, grew at 8.0% and 15.6% earnings per share were €2.57, a reduction of 2.1% versus the
respectively. China declined by 1.3% as it was affected by prior year. The reduction was driven by higher finance cost on
pandemic-related restrictions. the back of increasing interest rates and a higher tax charge
In emerging markets, underlying sales grew by 11.2%, with due to country mix and other one-offs. This was partially offset
a 13.5% contribution from price and volumes down by 2.0%. by a reduction in number of shares as a result of the share
South Asia grew strongly through both price and volume. buy-back programme.
High inflation in Latin America led to high pricing action and Portfolio reshaping
volume contraction. China declined slightly as it was affected
by pandemic-related restrictions. South East Asia achieved We continued on our journey of pivoting the portfolio towards
double-digit price growth with flat volumes. Turkey delivered higher growth businesses. On 1 July 2022, we completed the
high single-digit volume growth in a very inflationary sale of our global Tea business to CVC Capital Partners Fund
environment. Developed markets underlying sales grew by VIII for €4.5 billion on a cash-free, debt-free basis. Our recent
5.9%, with 8.4% from price and (2.3)% from volumes. Volumes acquisitions, Paula’s Choice and Nutrafol, which we acquired
declined in Europe and North America in the wake of the in 2021 and 2022 respectively, stepped up our presence in the
pricing action. North America also faced service issues due high growth spaces of Prestige Beauty and Health & Wellbeing.
to labour shortages across factories. More details on acquisitions and disposals are in note 21 on
pages 198 to 201.
Looking ahead
2022 saw a step-up in growth We have confidence that our strategic priorities and our new
simpler category-focused organisation position us well to
underpinned by pricing agility, deliver sustainable long-term growth and shareholder value.
10 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Unilever Group performance highlights
Turnover Underlying sales growth
10.9%
Underlying sales
growth
53%
of Unilever
turnover
Underlying
Operating Underlying Diluted earnings earnings per
margin operating margin Free cash flow per share share
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 11
Business Group Review: Beauty & Wellbeing
Highlights
Our Hair Care and Skin Care
categories delivered price-led
growth with modest decline
in volumes.
€12.3bn
12 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Beauty & Wellbeing
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 13
Business Group Review: Beauty & Wellbeing
OLLY also expanded its range in 2022 with new gut-friendly Performance in 2022
products, such as Fiber Gummy Rings and Keep it Movin'. In
2022, we acquired a majority stake in Nutrafol, a premium Turnover increased by 20.8%. Underlying sales growth was
brand which offers a range of clinically tested, physician- 7.8%. There was a net positive impact of 3.7% from acquisitions
formulated products designed to address thinning hair and and disposals driven by Paula's Choice and Nutrafol, and a
compromised hair health for women and men. We are well favourable currency impact of 8.1% driven by the strengthening
placed to add value to this business, building on our expertise of currencies in key markets such as India, China and the US.
in beauty and hair. Our Hair Care and Skin Care categories delivered price-led
growth with modest decline in volumes. Growth was
Leading on purpose competitive supported by a continued step-up in brand and
marketing investments. Both Health & Wellbeing and Prestige
Our consumers want brands that not only deliver great results, Beauty grew double-digit. Health & Wellbeing’s growth was
but that also promote inclusive beauty, healthy lifestyles and propelled by Liquid I.V., on the back of increased distribution
speak to their personal identities. Our biggest brand Dove has and awareness. Prestige Beauty delivered another year of
been driving a pioneering purpose agenda for a number of consistent and competitive growth despite a shift from digital
years – read more about Dove on page 17. Vaseline also has a commerce to bricks and mortar in 2022.
long-term commitment to providing access to skin health care.
This year, Vaseline created the award-winning 'See My Skin' Emerging markets led growth through pricing with a slight
database, in partnership with Hued and dermatologists of volume decline. Latin America and South Asia grew double-
colour who understand melanin-rich skin care needs. digit. North Asia declined marginally driven by the Covid
lockdowns in China, which ended in December 2022.
Our other brands are continuing to place purpose and Developed markets grew single-digit with North America
sustainability at the core of their propositions, often guided leading the growth driven by premium portfolio and digital
by their original founder’s social mission. Dermalogica, for commerce. Europe grew modestly through price, while
example, is providing skills-based training, education and volumes declined as the competition increased in Hair Care.
scholarships to maximise the growth potential of the
professional skin therapists who work with the brand. And Operating profit was €2.2 billion, which was flat compared
Shea Moisture – a vocal advocate for advancing economic to the prior year despite record high inflation and a step-up in
equity through supporting Black entrepreneurship – continues brand and marketing investment. This was driven by a focus on
to invest in securing a sustainable supply of organic shea savings and positive mix as the contribution of gross margin-
butter, working with cooperatives in West Africa which accretive Prestige Beauty portfolio increased. Non-underlying
empower women and their families. Read more about the items were €138 million, mostly driven by restructuring spends.
work of Shea Moisture in its 'Wash, Wealth, Repeat' 2022 Underlying operating profit increased slightly to €2.3 billion.
Impact Report.
€1.2bn
Turnover from Prestige Beauty brands.
14 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Personal Care
Personal Care
We are one of the world's leading Personal Care businesses by
turnover, with a portfolio of strong global brands such as Dove,
Rexona, Lux and Pepsodent that deliver personal hygiene, self-care
and confidence to consumers all over the world.
Highlights
Skin Cleansing grew high single-
digit with strong pricing offset by
volume decline.
€13.6bn
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 15
Business Group Review: Personal Care
16 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Personal Care
647m
People reached by Lifebuoy in 2022 through
TV commercials proven to help improve hand
hygiene behaviour.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 17
Business Group Review: Home Care
Home Care
We are a global business with leading household cleaning and
laundry brands such as OMO*, Sunlight, Comfort and Domestos.
Our aim is to offer products that are superior, sustainable and
great value.
Highlights
Fabric Cleaning saw double-digit
competitive growth, driven by
pricing which was slightly offset
by volume decline.
€12.4bn
18 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Home Care
Clean Home. Clean Planet. Clean Future continues to inspire winning innovations to the
mass market. In France, we introduced Skip 3-in-1 laundry
Clean Future. capsules in cardboard packaging, with fast dissolving speeds
and more biodegradable active ingredients which work in
Home Care represents 21% of Unilever’s total turnover and short cycles and cold water – saving consumers up to 60%
14% of underlying operating profit. We are organised to energy per use. Sunlight dishwash was launched with a new
deliver growth and margin across four key categories: Fabric formula in 2022 in Thailand and now includes plant-based
Cleaning, Fabric Enhancers, Home & Hygiene and Water & cleaning agents which not only deliver on performance by
Air. We have a portfolio of strong global brands, a global foaming and cleaning, but also make the formulation 99%
geographical footprint and two years of consecutive market biodegradable and 79% renewable.
share growth. Our strength is in emerging markets where we A key part of our Clean Future agenda is our progress towards
lead the industry through market development. net zero. This requires replacing fossil-fuel-derived cleansing
We see potential for our portfolio in our key emerging markets ingredients that are integral to the formulations of our
such as India, Brazil and China, where urbanisation is driving products and diversifying the sources of plant-based carbon.
demand for household products. In Europe, we continue to This year, we invested in a €115 million ($120 million) joint
innovate premium formats such as laundry and dishwasher venture with Genomatica, a US-based leader in biotech and
capsules to meet evolving consumer needs. Clean Future is sustainability, to research, develop and scale cost-effective
a critical part of our growth strategy – guiding our approach plant-based ingredients. These alternative ingredients will
to innovation, product superiority and sustainability. help us to future-proof our portfolio by diversifying our supply
chains for vital ingredients while offering more sustainable
choices to the consumer.
Creating value from our premium portfolio and
new channels Convenient formats such as refills, dilutable bottles and
concentrates represent another growth opportunity and
Premiumisation is at the core of our strategy. We have seen in we continue to roll out these formats. For example, after
India the value this has created over the last decade, with our a successful launch in Brazil, we launched dilute-at-home
focus on market development to shift consumers from laundry products through our Ala (OMO) brand in Argentina – offering
bars and laundry powders to premium powders and laundry convenience, value and at the same time reducing our use
liquids. As a result, Home Care turnover in India has more than of plastic.
doubled and profitability has increased from 14% to 19%.
In China, we are positioning our Fabric Cleaning portfolio
to capitalise on the premiumisation opportunity – such as
investing in the high-margin laundry capsules market and
cleaning sprays. Laundry fragrance beads are another
premium product with growth and margin potential, offering
a high concentration of fragrance and convenience to
consumers. We launched Comfort Fragrance Beads in China in
2020 and despite being a newcomer in this space with multiple
competitors, we have delivered the fastest growth of market
share over the past two years. Digital commerce, which now
accounts for 17% of Home Care sales, is a key channel for
our premium products – like fragrance boosters and laundry
capsules – especially in countries such as China, the US and
UK where digital penetration is high.
We have also continued to expand our presence in the
professional cleaning market through Unilever Professional
(UPro), which offers a portfolio of premium products tailored
to the needs of small and medium-sized operators in the
Most consumers choose
laundrette, hospitality and food services sectors. Leveraging
the power of our Home Care brands and expertise to tap into
Home Care products for their
an industry white space, UPro is now present in 45 markets performance. Clean Future
and grew by 32% in 2022, doubling its turnover in three years.
is our strategy to deliver
Powered by science and technology
unmissable product superiority
at an affordable price whilst
Home Care has increased investment in R&D for the last two
years, principally through Clean Future which is our innovation
programme – and above all a growth strategy. Clean Future
uses technology to drive next level product superiority and stepping up the sustainability
sustainability, while keeping costs competitive through
reformulations. We codify this approach through all our Home
of our business. This strategy
Care brands, driving innovations in fragrance, biotechnology,
packaging and eco-design.
has served us well in 2022.anneke
Peter ter Kulve
President, Home Care
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 19
Business Group Review: Home Care
Performance in 2022
Turnover increased by 17.3%. Underlying sales growth was
11.8%. There was a favourable currency impact of 4.9% driven
by strengthening of currencies in key markets such as India,
Brazil and China.
Fabric Cleaning saw double-digit competitive growth, driven
by pricing which was slightly offset by volume decline. Fabric
Enhancers grew high single-digit led by price with some
volume decline, despite the impact of Covid lockdowns in our
biggest market, China. Home & Hygiene grew by low single-
digit with high pricing offset by volume decline. Water & Air
sales declined, as the US air market slowed down following
rapid expansion in the last few years and increasing
competition in digital commerce channels.
€4bn
Emerging markets growth was led by a strong delivery in
South Asia and Latin America. India grew volumes despite
high pricing, driven by product superiority and market
development actions. Developed markets witnessed a decline
as consumers tightened their spending and competitive
Dirt is Good contribution to Unilever turnover in 2022. pressures stepped up.
Operating profit for the year was €1.1 billion, a decline of
17.8% compared to the prior year. Non-underlying items were
€280 million, mostly driven by restructuring spends. Underlying
operating profit was €1.3 billion, a decline of 5.2% compared to
Brands with purpose the prior year. This was driven by high input cost inflation which
Our Home Care brands recognise the role that purpose was partly offset by pricing and savings.
combined with product superiority plays in competitiveness.
Dirt Is Good, which contributed €4 billion in turnover during
2022, continues to inspire young people to take action on
environmental and social causes.
Domestos has been campaigning for cleaner, safer toilets for
a number of years and continues to proudly communicate this
on-pack and through its marketing. Its Cleaner Toilets Brighter
Future programme is helping schools to maintain their
facilities, so they are safe and accessible, while also providing
materials that teach children correct toilet behaviour for better
hygiene. Its partnership with UNICEF in India tackles access to
safe toilets across 15 states.
20 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Nutrition
Nutrition
We are one of the world’s largest foods businesses, and home to
Knorr and Hellmann’s which account for 50% of our turnover. Our
portfolio also includes Horlicks, The Vegetarian Butcher, and local
brands such as Bango, Unox, Kissan and Marmite. Unilever Food
Solutions serves food operators across the globe.
Highlights
Scratch Cooking Aids delivered
mid-single-digit growth.
Nutrition performance
Turnover Turnover growth Operating margin
€13.9bn
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 21
Business Group Review: Nutrition
22 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Nutrition
For the second year running, we were named by Investor Performance in 2022
Network FAIRR as the leader in its 2022 benchmark of
companies using protein diversification to drive growth and Turnover increased by 6.1%. Underlying sales growth was 8.6%.
build climate-aligned portfolios. The Vegetarian Butcher There was a negative impact of 6.9% from acquisitions and
grew high double-digit, capitalising on partnerships with disposals, following the sale of the Tea business. There was a
quick service restaurants such as Starbucks, Subway, favourable currency impact of 4.9% driven by the strengthening
Dominos, and Burger King – where we were named Global of currencies in key markets such as the US, India and China.
Direct Supplier of the Year. Scratch Cooking Aids delivered mid-single-digit growth, driven
by high pricing which was partly offset by volume decline.
Working with customers Dressings saw high double-digit growth led by price with
modest volume decline. Tea and Functional Nutrition sales
We are working closely with our retail customers, and were broadly flat with increased price and declining volume.
continued a number of successful partnerships with retailers – Plant-Based Meat grew high double-digit, further gaining
such as with Dutch retailer Albert Heijn to encourage plant- scale, driven by the foodservice channel.
based eating.
Unilever Food Solutions posted double-digit growth despite
Digital commerce is a growing channel and now accounts the impact of Covid lockdowns in China. Europe grew by high
for 10% of Nutrition's sales, with business-to-business digital single-digit, led by pricing with resultant volume decline
commerce a key growth driver in 2022, notably in Unilever amidst competitive pressures. North America delivered
Food Solutions. Unilever Food Solutions' growth was helped by double-digit growth led by pricing with modest volume
the continued digitisation of our customer experience, which is decline. South Asia posted mid-single-digit growth through
allowing us to connect with more food service operators more price and volumes. Latin America grew double-digit led by
frequently, as well as through affordable and convenient price with some volume decline.
products designed for professional kitchens – such as Knorr
potato flakes which make rich and creamy mashed potato in Operating profit was €4.5 billion, an increase of 113.7%
just three minutes. compared to the prior year. A net gain in non-underlying items
of €2.0 billion included €2.3 billion related to the gain on the
We have stepped up our focus on content to drive conversion, sale of our Tea business. Underlying operating profit was
such as linking to recipe inspiration – a key motivator for €2.4 billion, a decrease of 3.0% compared to the prior year.
consumers to try a new product. We now have 35,000 recipes This was driven by very high inflation in material and energy
for our products which we host in online recipe platforms costs, partly mitigated through pricing and savings.
across multiple key markets, in partnership with our customers.
€1.2bn
Unilever Nutrition and Ice Cream sales from
plant-based products in 2022.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 23
Business Group Review: Ice Cream
Ice Cream
We are a global leader in the ice cream market, delighting
consumers in over 60 countries through our iconic brands
(a)
such as Magnum, Ben & Jerry’s and Wall’s.
Highlights
Out-of-home saw competitive
double-digit growth.
€7.9bn
24 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Ice Cream
Happy People, Happy Planet, Consumers also have increasing expectations around
convenience when they are at home. This is especially true
Winning Smiles. of ice cream as an impulse purchase. In this context, our Ice
Cream Now (known as ICNOW) fast delivery service is helping
Ice Cream represents 13% of Unilever’s total turnover and to deseasonalise the market. Consumers can access our ice
9% of underlying operating profit, and is organised to deliver cream brands throughout the year in three ways: with a meal,
growth and return on assets through in-home and out-of- with a grocery delivery, or via delivery apps with dedicated
home channels. We currently account for approximately one virtual ice cream stores. Now in more than 40 countries,
fifth of the global ice cream industry. Ice Cream is an attractive ICNOW grew around 30% in 2022, helped by partnerships with
market with competitive intensity increasing as a number of delivery firms such as Grab in South East Asia, Food Panda in
confectionery and dairy producers extend their presence in Singapore and Robomart in the US. We plan to further develop
the category. Around two-thirds of our sales are in developed this digital capability in key markets, including in India, where
markets, and we have plans to expand further our footprint in our ice cream business has seen strong growth over the past
emerging markets where low per-capita consumption of ice two years.
cream offers significant opportunities for growth.
Faster and more effective
Our vision ‘Happy People, Happy Planet, Winning Smiles’
encapsulates our belief that ice cream should be an The new Compass Organisation is providing opportunities
indulgent treat that brings happiness. We have identified to simplify our business and we are taking bolder portfolio
three strategic drivers to deliver our vision and grow our decisions and rolling them out at scale. For example, we have
business: premiumisation, digitalisation and simplification. been able to simplify and standardise our Viennetta range
Working closely with our value chain partners is a critical across Europe, which has generated savings and freed up
part of our strategy, as we tackle important sustainability production capacity.
challenges like climate change.
The Business Group set-up helps us to navigate the seasonality
of our Ice Cream business by investing in our brands and
Brands with global growth potential marketing more consistently throughout the year. We have
We have brands with strong growth potential which are well also benefited from being able to make global investment
positioned to respond to consumer preference for treats choices which are helping to increase the productivity of our
and indulgent products. Our innovation capabilities put ice cream cabinet fleet.
us in a strong position to meet these needs, through new
experiences, shapes, flavours and formats. Proposing new
twists on premium offerings through exciting innovation and
outstanding marketing is a powerful and profitable way to
expand our ice creams to a wider audience. This approach
means that Magnum, Ben & Jerry’s, Cornetto and our kids'
portfolio of brands which includes Twister, are well positioned
to expand into new markets.
Magnum has a long track record of working with celebrity
influencers, cementing its status as not just a superior ice
cream but also as a trendsetting brand. It grew double-digit
in 2022 on the back of Magnum Remix, our largest ice cream
launch of the year with ‘super-charged’ versions of our much-
loved flavours of Classic, White Chocolate and Almond across
35 countries, supported by a glamorous campaign fronted
by Kylie Minogue and DJ Peggy Gou. Cornetto's relaunch in
China is reinforcing its appeal to Gen Z consumers which has
helped it grow in 2022. This builds further on the success of
the Cornetto Rose range which was expanded to ten more
Ice Cream is a global leader
markets and the Cornetto Soft range, which is available in
over 15 European countries.
in an attractive market and is
well positioned to capture the
Ice cream all year round
latest consumer trends. We are
Our ice cream sales are split across two key channels – in-
home and out-of-home. Out-of-home makes up around 40% evolving to win in high growth
of our sales and is continuing to recover after Covid. We see
a big opportunity in the digitalisation of our out-of-home channels and markets.
operations. For example, we are embedding digital devices
into our ice cream cabinets to monitor stock levels and Matt Close
automatically trigger replenishment. Early pilots in markets President, Ice Cream
suggest that these significantly increase sales and
reduce the chance of running out of stock.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 25
Business Group Review: Ice Cream
+30%
years we have been sourcing our cocoa sustainably. This year
our brands went one step further. Ben & Jerry’s joined forces
with Tony’s Chocolonely on Tony’s Open Chain – an initiative
that helps other companies take steps to end modern slavery
and child labour in the chocolate industry. Magnum also
launched a new social programme called AWA, which aims
to empower 5,000 women in cocoa farming communities Growth from our fast ice cream delivery service
by 2025 through income diversification opportunities and
ICNOW in 2022, which is now in more than
entrepreneurial training.
40 countries.
As a global ice cream company, we recognise the role we
play in improving nutritional standards and encouraging
healthy behaviours. See page 33 for more on our positive
nutrition agenda.
Performance in 2022
Turnover increased by 14.8%. Underlying sales growth was
9.0%. There was a favourable currency impact of 5.4% driven
by the strengthening of currencies in key markets such as the
US and China.
Out-of-home saw competitive double-digit growth with a good
balance of price and volumes. In-home grew by mid-single-
digit led by pricing and declining volumes due to the impact
of higher price elasticity and higher competitive pressures in
Europe in-home and supply issues in the US.
Emerging markets grew by double-digit, and competitively,
through both price and volumes. China grew by double-digit
despite Covid lockdowns and Turkey grew volumes despite
the hyperinflation environment. Developed markets grew by
single-digit led by price and volume decline. This was due to
in-home higher price elasticity and US supply issues.
Operating profit was €776 million, a decrease of 6.8%
compared to the prior year. Non-underlying items were
€143 million primarily driven by restructuring spends.
Underlying operating profit was €919 million, a decrease
of 3.5% compared to the prior year driven by extreme levels
of inflation in commodities and energy costs, partly offset
through pricing and savings.
26 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Our People & Culture
This year was transformative for Unilever as we created
our new Compass Organisation and continued to embed
a high-performance culture.
We have long believed in the power of our people and our and the day-to-day priorities of our teams. OKRs are formally
culture to drive performance. Our people agenda this year reviewed by leadership teams, including the ULE, at Quarterly
has focused on creating and embedding a new organisational Business Review meetings. To deliver our OKRs, we have set up
model so that we can maximise the talent and diversity of our multidisciplinary teams, supported by our Agile coaches. See
workforce to unlock superior performance. the Business Group reviews on pages 12 to 26 for examples of
prioritisation in action.
The Compass Organisation High-performance culture
In January 2022, we announced plans to create our new The new Compass Organisation is powered by our refreshed
Compass Organisation with three core objectives, to make human, purposeful and accountable culture with a focus on
Unilever: 1) simpler, faster, and more agile; 2) with greater high performance at its heart. A key part of this is making sure
category focus and domain expertise; and 3) more empowered our people work with a 'winning mindset', which means taking
and accountable in how we work. ownership for the choices we make and the outcomes these
We have evolved the previous matrix organisation structure lead to. We have taken the opportunity to revise our bonus
and with it, a conscious shift of power and accountability into framework to drive a significantly stronger direct line of sight
the hands of the five Business Groups while still maintaining between individual performance and business performance.
global scale through a ‘One Unilever’ model. This is helping Our peoples’ bonuses are now linked to the part of the
leverage our unique category and geographic footprint to business they contribute to most in their role and the
unlock trapped speed and capacity to drive faster, more performance of that part of the business.
competitive growth. See the Compass Organisation explained Another important part of creating a high-performance culture
in the box below. is ensuring our people have the right skills and behaviours.
We are now in a critical phase as we begin to work under the For example, our senior leaders are participating in a rigorous
new operating model – testing, learning and refining as we behavioural and data-driven development programme to
go. It is testament to our people that we managed to not help them become more effective leaders in our Compass
only deliver strong business performance during a period Organisation. In addition, work is underway to refresh existing
of significant change, but also sustained high engagement leadership programmes across all work levels. These will be
levels in our annual UniVoice survey, which was carried out in rolled out in 2023.
October 2022, with around 96,000 office and factory-based
(a)
employees responding. Our Engagement Index was 81% in
offices and 84% in factories, placing us in the top quartile
for employee engagement compared to industry benchmarks
The Compass Organisation explained
(2021: 82% in offices and 83% in factories).
The Compass Organisation has been operational since
(a) This is a composite score of four other metrics focused on pride in working for 1 July 2022. We are now organised into five Business
Unilever, job satisfaction, willingness to recommend Unilever for employment
and intention to remain employed by Unilever.
Groups which have end-to-end responsibility for strategy,
performance and their own P&L. The Business Groups now
incorporate geographical Business Units responsible for
New ways of working building and executing the Business Group strategy and
One of the key objectives of the Compass Organisation is to managing the choices necessary to deliver their in-year
become more agile. This means upgrading the ‘software’ of and multi-year plans. We have structured certain countries
the organisation so that we can take faster decisions with or regions as 'One Unilever' entities, which have full
more impact and respond more dynamically to consumer accountability for their P&L across all categories, in order
needs and market conditions – in turn enabling growth. to benefit from local synergies and reduce complexity.
One of the ways we are doing this is by introducing ‘Agile’ ways We also now have two overarching ‘One Unilever’ teams
of working. Our Agile programme is rooted in experimentation, supporting our five Business Groups. Firstly, a lean Unilever
consumer connectivity, simplification, trust and empowerment. Corporate Centre, including the ULE, which is responsible
In 2021 we set up our Agile Centre of Excellence. This year for the strategic choices we make. And secondly, a
we have been building capability within targeted parts of technology-driven Unilever Business Operations team
the business to operationalise Agile. For example, we have which provides the systems and processes to help us run
invested in appointing an Enterprise Agile Coach for each of effectively, efficiently, and consistently across all the
our Business Groups to upskill leadership teams in embedding Business Groups.
Agile behaviours, skills and delivery processes. Our functions, including Marketing, Customer
We are also embracing disciplined prioritisation by making big Development, HR, Finance, R&D, Communications, Legal
bet choices and by setting Objectives & Key Results (OKRs) – and Sustainability, have been reorganised to support the
from Unilever Leadership Executive (ULE) to Business Group priorities of our Business Groups and Business Units. As a
and Business Unit leadership teams – supported by a result, most of our functional teams now work and report
governance process to link company strategy with targets to a Business Group or Business Unit.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 27
Our People & Culture
28 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Our People & Culture
Culture of integrity
Our focus is on high-performance and growth in line with our
culture and values, but not at any cost. Our Code of Business
Principles set clear expectations in terms of the standards of
conduct we expect from our employees. We review our Code
of Business Principles and Code Policies every year to ensure
they reflect the current operating context and the latest
legal requirements. Our zero-tolerance approach to bribery
continues to be supported through mandatory training and
initiatives delivered to our employees. We train our people
every year to prevent compliance breaches, and they are able
to report in confidence any concerns around business integrity
through our 24/7 Speak Up platform.
In 2022, we continued to simplify and improve the
whistleblowing process for users through expansion of local
Safety at work hotlines and interpreting services. On our website, we report
We remain strongly committed to the safety of our people the number of Code cases and subsequent actions for each
and contractors who work with us at our sites. Our safety of our five Code themes including countering corruption –
programmes are underpinned by a safety-first culture and covering, amongst other things, anti-bribery and avoiding
focus on identifying and managing key safety risks such as conflicts of interest.
road safety and working at heights. This year, across all areas of our Code of Business Principles,
A critical part of our safety culture is ensuring our people we received 1,279 Code reports, closed 1,088 reports (including
feel able to call out safety issues without fear of negative some from prior years) and confirmed 554 reports as breaches,
consequences. In 2022, we ran our second annual safety day which led to 314 people leaving the business. Our data on
involving our global workforce. The focus this year was on Code breaches provides insights into issues and where they
encouraging employees to call out unsafe behaviour and happen so we can prevent the behaviours that lead to them.
promote best practices.
During the year, we carried out a detailed analysis of safety
incidents to better understand the key factors that influence
safety risks. Our findings led to increased on-site safety
communications, training enhancements and safety
equipment trials for working at heights, such as smart
harnesses and drones. We have a strong focus on road safety
as it is a primary cause of injury in our logistics network. On top
of targeted global campaigns, we are addressing road safety
issues on a country-specific basis. For example, our India
business partnered with the Federation of Indian Chambers
of Commerce and Industry (FICCI) to jointly develop a cross-
industry Code of Conduct that outlines safe vehicle and driver
requirements.
In November 2021, we very sadly lost an employee who was
(a)
fatally electrocuted in Kenya. We want all our employees
to feel fully confident about the standards of safety in their
working environments, and we continue to review procedures
and introduce appropriate measures in order to minimise risks
and prevent accidents. Our Total Recordable Frequency Rate
(TRFR) returned to pre-Covid levels as more normal operations
have resumed. Our employee TRFR was 0.67 accidents per
(a)
million hours worked versus 0.55 in 2021.
(a) Fatality and TRFR reporting for the period 1 October 2021 to
30 September 2022.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 29
Planet & Society
The Unilever Compass sets out a clear vision to deliver winning
performance by being the global leader in sustainable business.
The Compass explicitly recognises that sustainability is a commercial driver. This Annual Report and Accounts outlines the
progress we are making against our Compass sustainability targets and how our brands are creating growth opportunities
and building resilience from sustainability and purpose. Our targets are summarised in the table below and commentary
on performance can be found by referring to the pages indicated. Pages 117 to 118 details our Sustainability Progress Index
which links the annual bonus for management employees – up to and including the Unilever Leadership Executive – to in-year
progress against selected Compass sustainability targets.
Win with our brands, powered by superior products, innovation and purpose
Sanitation
95% of packaged ice cream to contain no more than
■
■
(a) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet new Unilever Science-based Nutrition Criteria (USNC) by 2028.
30 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society
Win with our brands as a force for good, powered by purpose and innovation
Respect and promote human rights and the effective implementation of the UN Guiding Principles,
and ensure compliance with our Responsible Sourcing Policy
Page 34
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 31
Planet & Society
Climate action One of the key parts of our approach to regenerating nature is
water stewardship. We have set a target to implement water
Our Climate Transition Action Plan (CTAP) outlines the actions stewardship programmes at 100 locations in water-stressed
we are taking to decarbonise our business and deliver our areas by 2030. Since we set this target, we have identified
net zero target. This Annual Report contains our second CTAP a number of our factories to introduce these programmes
Progress Report – see pages 35 to 41. at, and by the end of 2022 we had implemented eight.
Additionally, we are working with partners in the catchments
Protect and regenerate nature of these sites to improve rainwater capture and groundwater
recharge, as well as with local farming communities to
Our business is dependent on nature. That is why we have a improve water efficiency and yield. We are assessing new sites
plan to protect and regenerate the land, forests and water to expand our water stewardship programmes next year.
systems that we depend on and are critical to tackling
climate change. We believe our work to protect and regenerate nature will
increase our capacity to reduce GHG emissions, increase
Our work to protect and regenerate nature is guided by three biodiversity and protect water systems, within and beyond
things: delivering a deforestation-free supply chain by the our value chain. During 2022, we made progress towards
end of 2023 in five of our key commodities: palm oil, paper our target of helping to protect and regenerate 1.5 million
and board, tea, soy and cocoa; accelerating our transition hectares of land, forests, and oceans by 2030. By the end
towards regenerative agriculture; and the protection of water of 2022, we had played an active role in protecting and
resources. We also recognise the need to have a positive regenerating 0.2 million hectares. This year, we have
impact beyond our value chain and have committed to protect continued our partnerships with local governments as well
and regenerate 1.5 million hectares of land, forests and as Conservation International, WWF, IDH and Inobu as part of
oceans by 2030. our landscape projects across key palm oil production areas
Our aim is to operationalise deforestation-free supply chains in Malaysia and Indonesia. Additionally, we are working to
so that they become a standard way of working for our five key scale our efforts with our brands through our involvement in
commodities. We are on track to complete the implementation initiatives such as the Rimba Collective, of which we are a
of systems, processes and infrastructure to deliver a founding member.
deforestation-free supply chain for these key commodities
by the end of 2023. Our complex supply chain will require a Waste-free world
significant transformation in our sourcing of raw materials –
given the limited availability of deforestation-free commodity We have made progress across all our ambitious plastic
volumes and the highly volatile markets we face. At present, goals, including reducing our use of virgin plastic by rethinking
we are measuring and reporting volumes from areas of low- packaging designs, materials, and business models. While we
risk as this provides us with an interim measurement of our know there is still a lot more work to do, we remain committed
progress, while we continue to roll out a verification to our goals.
programme for deforestation-free volumes. We continuously review the quality of our sustainability
One way we are working to achieve a deforestation-free reporting to ensure that we are using the best available
supply chain is by investing in the transformation of our information, as our access to data and the accuracy of that
manufacturing infrastructure in North Sumatra. We believe data is improving all the time. This occasionally means that we
this will bring us closer to our suppliers and simplify our supply need to restate our historic performance to ensure that we are
chain, increasing our ability to source deforestation-free providing the most accurate view possible.
commodity volumes. In 2022, we began the upgrade of our Historically, we have measured and reported on our target
Unilever Oleochemicals facility, with a spend of €59 million to reduce the amount of virgin plastic we use by 50% by 2025
($63 million). €70 million ($75 million) is forecasted for further against a 2018 baseline. This baseline was developed using
upgrades in 2023. This will help us to source deforestation-free a combination of the best available data and estimates. We
palm kernel oil directly, with an aim to reach around 40,000 have been working hard to enhance our data accuracy and
smallholder farmers by 2025. have been able to develop a more complete view of the virgin
We are also focused on building resilience within our portfolio. plastic used in 2019 than we had for prior years. Consequently,
Where possible, we are diversifying the ingredients that we use we believe that this is a more robust baseline for measuring
by reducing our reliance on commodities that have a high risk subsequent performance. We have, therefore, updated our
of deforestation, such as palm oil, with lower-risk alternatives baseline year from 2018 to 2019, but are keeping our target
such as coconut oil. To enable such changes, we are currently as a 50% reduction on this new baseline by 2025.
adjusting the formulations of our products. As a result, we are restating our 2021 performance for virgin
Another part of our strategy is accelerating our transition to plastic reduction against the new baseline as -8% (previously
regenerative practices. In 2022, we continued to implement our -16%). In 2022, we delivered an additional reduction of -5% to
Regenerative Agriculture Principles, guiding our suppliers and give a cumulative reduction of -13%.
farmers on how to nourish soil and water, capture carbon and The reduction of our virgin plastic footprint has been achieved
restore land. We are building our regenerative agriculture through the increased use of recycled plastic, combined with
programme on the solid foundations and experience of our innovations that use less plastic. We’ve now increased our use
sustainable sourcing programme, which we have run for more of recycled plastic to 21% of our total packaging footprint – an
than a decade. In 2022, 81% of our key agricultural crops were increase of 3% on last year. Therefore, we are still on track to
sustainably sourced. Additionally, we are progressing towards meet our commitment of at least 25% by 2025. We continue to
our goal to empower farmers and smallholders to protect and focus our initiatives on our biggest brands for the greatest
regenerate farmland. Knorr has continued its programme in possible impact. For example, our laundry brand OMO (also
Arkansas, in partnership with a supplier, to reduce the known as Persil and Skip) uses 25% recycled plastic in its
environmental impact of rice production – increasing yield bottles, and up to 100% where possible. Across Europe
whilst reducing methane emissions and water use. This forms and North America, Hellmann's is also using 100% recycled
part of our large-scale regenerative agriculture programme mayonnaise bottles, while Dove uses 100% recycled plastic
which is growing with projects in new crops and an increasing in its bottles where technically feasible.
number of geographies.
32 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society
Positive nutrition
We are also working hard to reduce the overall amount of As a global player in the foods industry with sizeable Nutrition
plastic used in our packaging. One of the ways we are doing and Ice Cream portfolios, we are aiming to increase the
this is by shifting to alternative packaging materials to help nutritional value of our products by reducing salt, sugar and
remove plastic entirely from some of our products. In France, calories in our foods and refreshments. Currently, 64% of our
our laundry brand Skip has introduced a new cardboard box products meet WHO-aligned nutritional standards against our
for its 3-in-1 laundry capsules, which is set to save around commitment to achieve 70% by 2022, while 82% of our portfolio
6,000 tonnes of plastic from our portfolio per year. In the helps consumers reduce their salt intake to no more than
UK, Carte D’Or switched its entire range from plastic packs 5g per day, against our commitment to achieve 85% by 2022.
to recyclable paper tubs, which is set to save 900 tonnes of Although we have made good progress towards both, due
plastic annually. to unprecedented supply chain challenges and raw material
shortages, we have not been able to innovate and reformulate
Reuse and refill initiatives are a key part of our plan to reduce our products at the pace or scale we had planned. As a result,
the amount of plastic we use. To date, we have conducted we have fallen slightly short of achieving these commitments
around 50 pilots and continue to expand our refill-at-home in 2022 – see page 61 for more on our performance. We remain
and dilute-at-home solutions to other brands and markets. committed to sugar and salt reduction, guided by our new
For example, we have had success with dilute-at-home OMO Unilever Science-based Nutrition Criteria (USNC) commitment
laundry detergent – which gained record market share in Latin which is described below.
America with its superior, sustainable, and affordable format.
In 2022, we also launched the first concentrated Dove Body Alongside our voluntary efforts on responsible marketing to
Wash in refillable aluminium bottles, as well as Vaseline’s children, we are improving the nutritional standards of our
classic petroleum jelly in refillable glass jars in China. ice cream products. In 2022, 94% of our packaged ice cream
sales volumes had less than 250 kcal per serving while 89%
55% of our plastic packaging portfolio is reusable, recyclable, of packaged ice cream sales volumes contained no more than
or compostable. This is our actual recyclability rate, based 22g total sugar per serving.
on the Ellen MacArthur Foundation's Global definition of
'recyclable'. This remains considerably lower than the We continue to drive our positive nutrition agenda across
percentage of our packaging that is ‘technically recyclable’ our Ice Cream and Nutrition portfolios. Our aim is to double
with existing technology, which has increased to 71% in 2022. the number of food products sold that meet Unilever's
We launched a packaging innovation for Signal and standards for positive nutrition, which include meaningful
Mentadent in France and Italy, which means that the amounts of ingredients such as vegetables and fruits, or
equivalent of 62 million toothpaste tubes sold during 2022 micronutrients. At the end of 2022, 48% of our portfolio offered
were technically recyclable. We also introduced recyclable positive nutrition. Brands such as Horlicks and Knorr are also
trigger sprays in Europe across a number of brands including tackling malnutrition through fortification. Since 2017, we have
Cif, Domestos and Lifebuoy. While we are making progress on delivered more than 236 billion servings of products fortified
implementing solutions that are technically recyclable, we with critical micronutrients.
know that this is only a first step – and that the development
Building on our nutritional standards work and positive
of the necessary recycling infrastructure will take longer.
nutrition agenda, we have decided to raise the bar on the
Another critical part of our plastic agenda is the collection nutritional profile of our Nutrition and Ice Cream products. By
and processing of more plastic than we sell by 2025. Achieving 2028, we want 85% of our servings to meet our new Unilever
this target helps us to tackle plastic pollution and increase Science-based Nutrition Criteria (USNC). These product-specific
the availability of high-quality recycled plastic in the market. criteria set thresholds for calories, sugar, salt and saturated
We’ve made good progress this year in helping to collect fat. We are also working with partners to incentivise
and process approximately 58% of our 2022 global plastic reformulation at scale and enhance the impact on public
packaging footprint. Our businesses in India, Indonesia and health. As a step towards this, in 2022 we were the first global
Vietnam are the latest markets to have collected and food company to publicly report on the performance of our
processed more plastic than they sold through physical product portfolio against six different externally endorsed
collection and the purchase of recycled plastic. Nutrient Profile Models. We are advocating for an industry-
wide standard Nutrient Profile Model that every food company
Across parts of Indonesia, we have expanded our network can report against.
of waste banks to around 4,000. These waste banks reward
people in the community for collecting, sorting and returning
used packaging, and in some cases trialling refill stations.
Our partnerships and industry collaborations enable progress,
such as our pledge with industry peers to collectively invest in
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 33
Planet & Society
Health and wellbeing providing targeted training and financial support to our value
chain partners. For example, in Pakistan we are working with
In line with our goal to improve health and wellbeing and a financial services platform to digitise payments between
advance equity and inclusion of 1 billion people per year by retailers and distributors. This gives retailers a secure and
2030, Dove, Lifebuoy, Signal/Pepsodent and Vaseline continue convenient way to pay our distributors, as well as access to
to take action on issues which resonate strongly with the core credit so they can extend their range of Unilever products
of the brand – such as body confidence and self-esteem, hand in store.
hygiene, oral health, and skin health and healing. In 2022,
we reached 667 million people through our brand purpose
health and wellbeing programmes. See Personal Care on
Future of work
page 17 and Beauty & Wellbeing on page 14 for more. We are taking a number of actions to future-proof our business
and our people against changes in the world of work. See Our
Equity, diversity and inclusion People & Culture on page 28 for more.
€818m
for example with Oxfam in India.
Supporting the small and medium-sized enterprises (SMEs)
in our value chain is another part of our approach to raising
living standards. Our goal is to help 5 million SMEs grow their
businesses by 2025. At the end of 2022, 1.8 million small retailer
stores used our digital platforms, enabling them to purchase
our products and in turn grow their business. We are also Spend with diverse businesses.
34 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 35
Planet & Society: Climate Transition Action Plan Annual Progress Report
36 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 37
Planet & Society: Climate Transition Action Plan Annual Progress Report
around net zero targets and climate transition plans. emissions by 100% by 2030 against a 2015 baseline, with
■ Helping to shape the evolution of the voluntary carbon an interim goal to achieve a 70% reduction by 2025 against
market in a way that supports additional financial flows a 2015 baseline (medium-term emissions target).
to forest protection and nature regeneration, without ■ Halve the full value chain emissions (Scope 1 to 3) of our
removing the pressure on companies to reduce emissions. products on a per consumer use basis by 2030 against
■ Continuing to push for high ambition policy outcomes a 2010 baseline (medium-term intensity target).
within international forums such as the COP27 climate
While our operational target is consistent with the 1.5°C
summit and the G20.
ambition of the Paris Agreement, our full value chain target
This work was primarily conducted in partnership with is consistent with a 2°C temperature increase. This is because
other businesses through coalitions, and through direct it was set in 2010 and validated by the Science Based Targets
engagement and advocacy with policymakers in a number initiative before the 1.5°C validation was introduced.
of key markets. We have a target to achieve net zero emissions by 2039. We
Our CEO Alan Jope continued to support the UK COP26 are currently completing a review of our 2030 full value chain
Presidency as a member of the COP26 Business Leaders Group. target and intend to submit an updated target, along with our
We also attended COP27, working in partnership with groups net zero target, to SBTi for validation in 2023.
such as the We Mean Business Coalition, to call for higher We also have a number of nature, waste and nutrition related
ambition national climate plans, increased finance for climate targets which play an important role in tackling climate
mitigation and adaptation in vulnerable countries, and energy change.
and food systems transformation, including the building
of more resilient and sustainable food chains through
regenerative agriculture.
We are conducting a global trade association review. As
part of this, we are assessing whether trade associations are
aligned with the Paris Agreement, our climate policy position
and sustainability commitments. We disclose a list of our
principal trade associations by region on our website. In 2022,
we also supported the launch, at COP27 Sharm El-Sheikh, of
the Corporate Knights Action Declaration on Climate Policy
Engagement.
Disclosure
We believe that transparency on our GHG emissions and
the progress we are making towards our targets is key
to delivering our net zero goal. In addition to the climate
disclosures in our Annual Report and Accounts, we provide
detailed information on our climate strategy and performance
to CDP, the leading disclosure platform. In 2022, we received a
rating of A for both Climate and Forests and A- for our Water
disclosures based on our submissions of 2021 data. Our CDP
submissions are publicly available on our website.
38 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
† This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the 2022
Unilever Basis of Preparation for assured metrics, see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
Θ This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
(a) Measured for the 12 month period ended 30 June.
(b) Measured for the 12 month period ended 30 September.
(c) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 39
Planet & Society: Climate Transition Action Plan Annual Progress Report
GHG emissions consist of our measured Scope 1 and 2 value chain GHG emissions figure by a simple extrapolation
emissions plus an estimate of our Scope 3 emissions. of the calculated GHG emissions from the 14 countries.
Scope 1 encompasses direct GHG emissions from energy As set out in our CTAP, and in line with the SBTi’s approach,
generated from fossil fuels such as gas and oil, as well as the GHG emissions included in the scope of our net zero target
emissions from refrigerants. Scope 2 encompasses indirect ('our GHG emissions') exclude the indirect consumer use
GHG emissions from the on-site generation and purchase emissions associated with our products.
of electricity according to the ‘market-based method’ and
We are on a continuous journey to update and improve the
purchased thermal energy.
accuracy of our reported emissions by reducing the level of
Scope 1 and 2 GHG emissions come from energy and estimation and by replacing the use of industry averages with
refrigerants used in our own operations, largely in our factories more specific supplier data. These changes can affect both the
which produce most of our emissions. emissions in a baseline year for our approved targets and the
annual emissions we report.
Scope 3 GHG emissions are estimated by measuring the
emissions of a representative sample of approximately Measuring Scope 3 emissions is challenging for most
3,000 products across 12 categories and 14 countries through companies with measurement methodologies reliant on
a detailed footprinting exercise. For each representative estimations and the use of industry-average data. Following
product, internal and external data sources are used to a successful pilot earlier this year, through the Partnership for
represent various lifecycle activities and inputs (for example, Carbon Transparency (PACT), hosted by the World Business
specification of product, energy for site of manufacture and Council for Sustainable Development, we have now
consumer use data). The GHG emissions impact of ingredients successfully exchanged emissions data with several partners.
and packaging are obtained from external databases (based This work demonstrates proof of concept for what we believe
on industry averages) or internal expert studies. will be a significant shift in the way that Scope 3 emissions are
standardised, measured and reported in the future.
We then extrapolate the results at a country level across the
unsampled products to obtain the estimated GHG emissions
for each of the 14 countries. These 14 countries account for
60-70% of our total sales volumes. We estimate our global full
Scope 1 and 2 GHG emissions (million tonnes CO2e) 2022 2021 2020
(a)
Scope 1 GHG emissions 0.50 0.56 0.60
Renewable energy 0 0 0
Non-renewable energy 0.48 0.54 0.59
Refrigerants 0.02 0.02 0.01
(a)
Scope 2 GHG emissions 0.12 0.15 0.22
Purchased renewable electricity 0 0 0
Purchased non-renewable electricity 0.03 0.06 0.13
Purchased renewable thermal energy 0 0 0
Purchased non-renewable thermal energy 0.09 0.09 0.09
Total Scope 1 and 2 GHG emissions 0.62 0.71 0.82
Reduction in Scope 1 and 2 GHG emissions from energy and refrigerant use in our
†
operations since 2015 (%) '-68% -64% -58%
† This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the 2022
Unilever Basis of Preparation for assured metrics, see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
(a) Measured for the 12 month period ended 30 September.
40 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report
Θ This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
Our 2030 full value chain GHG emissions target is expressed on a 'per consumer use' basis. This means a single use, portion or
serving of a product. This target covers Scope 1, 2 and 3 emissions across the full value chain including both direct and indirect
consumer use emissions. Consumer use is based on either consumer habits studies or on-pack recommendations. In cases where
relevant consumer habits studies are unavailable, internal expert opinion is also used.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 41
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Task Force on Climate-related Additional ULE subcommittees are also in place to support
our climate agenda and ULE decision-making, including:
Financial Disclosures statement ■ Business Operations Sustainability Steering Committee:
development of Unilever’s sustainability agenda (which In addition, included within the Supply Chain, R&D and Finance
includes climate matters), the progress against that agenda, corporate functions, we have teams of experts who are
focused on the sustainability agenda which includes climate-
including performance against specific targets, whilst also
related matters. Their activities include developing relevant
reviewing sustainability-related risks, developments and
policies and procedures e.g. responsible sourcing, sustainable
opportunities (see page 107). capex and metric definitions (scope and calculation
■ The Audit Committee – oversees the non-financial
methodologies).
disclosures in our Annual Report and Accounts, which
includes climate-related disclosures. This includes reviewing We regularly engage with our investors on a wide range of
sustainability matters including our climate strategy. In 2021,
the scope and results of any internal and external assurance
we achieved shareholder support for our CTAP through an
activities obtained over the disclosures (see page 102).
advisory vote at our AGM. We will continue to have an advisory
■ The Compensation Committee – supports the sustainability
vote on the CTAP every three years.
strategy which includes the climate strategy through
alignment of Unilever’s incentive plan to the sustainability Remuneration for management employees – up to and
agenda and ambitions (see page 112). including the ULE – continues to be formally linked to
performance against climate change goals. Their reward
■ The Nominating and Corporate Governance Committee –
packages include fixed pay, a bonus as a percentage of fixed
is responsible for ensuring that the composition of the Board
pay and eligibility to participate in a long-term Performance
provides sufficient skills and experience in sustainability Share Plan (PSP).
matters including climate change to deliver on the
sustainability agenda (see page 98). The PSP is linked to financial and sustainability performance,
■ The Board is supported by ULE and the Sustainability
guided by our Sustainability Progress Index (SPI), which
accounts for 25% of the total PSP award. The SPI in 2022 is
Advisory Council. The Council is made up of seven
determined by considering performance against a number
independent external specialists in social and
of sustainability targets – see page 117 for details.
environmental matters and meets twice a year to guide
and critique our strategy. The ULE discuss key strategic See pages 117 to 118 for more on PSP including the role
sustainability matters at least quarterly. During 2022, of the Board’s Compensation Committee and Corporate
climate change matters were discussed at each meeting Responsibility Committee in determining how the PSP
including progress against our climate-related Compass operates, and the SPI outcome each year.
goals. The specific topics discussed included our net zero
roadmaps, changes in the SBTi guidelines and implications
on our targets, and Climate & Nature Fund progress and
priorities.
42 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Potential regulatory and transition market risks associated In assessing the material risks and opportunities Unilever
with the shift to a low-carbon economy include changing would face in a world focused on achieving 1.5°C we have
consumer preferences and future government policy and reviewed in detail two pathways, ‘proactive’ and ‘reactive’,
regulation. These also present opportunities. The potential that we assessed as more likely than other more extreme
impacts of climate change are taken into account in possible pathways. In the ‘proactive’ route, there is an early
developing the overall strategy, our Business Group strategies and steady reduction of emissions as a result of a fast
and financial plans. response from all economic actors, meaning there is less
dependence on technological advancements to remove
More detail on these risks, opportunities and the mitigating carbon from the atmosphere in the second half of the century.
actions we’re taking can be found on pages 44 to 51. Conversely, in the ‘reactive’ route, significant action by
The process for assessing and identifying climate-related economic actors is delayed to 2030, after which a very rapid
risks is the same for each of the principal risks and is described transition across all actors is required, accompanied by
on page 67. The risks are reviewed and assessed on an deployment at a very large scale of low-carbon energy and
ongoing basis and formally at least once per year. For each carbon removal activities and technology.
of our principal risks we have a risk management framework
detailing the controls we have in place, who is responsible for
managing both the overall risk and the individual controls
mitigating it. We monitor risks throughout the year to identify
changes in the risk profile.
We regularly, where appropriate, carry out climate-related risk
assessments at site level, supplier level, as well as innovation-
project level. Climate-related risks are managed by the team
relevant to where the risk resides. For example, climate risks in
relation to commodities in the supply chain are managed by
our procurement team.
aggressive transition of our global economy, encompassing proven technologies yet proven to scale
policy and regulation, production and consumption systems, ■ Lower reliance on carbon ■ Higher reliance on carbon
societal and economic structures and behaviours, and removal technologies removal technologies
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 43
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Risks and opportunities assessed in creating our Key risks and opportunities
1.5°C scenario Out of all the risks and opportunities we assessed as part of
In creating our 1.5°C scenario analysis, we took the two our 1.5°C scenario assessment, there are 11 which we believe
pathways and considered the five broad types of risks and are significant and could at some time in the future be
opportunities using the TCFD risk framework: Regulatory risks; material to our business. We have combined the outputs
Market risks; Physical environment risks; Innovative products from the ‘proactive’ and ‘reactive’ analyses since the risks and
and services opportunities; and Resource efficiency, resilience, opportunities are similar, with the differences only being in the
and market opportunities. We identified approximately 40 size and timing of impact. Due to the nature of climate risks
specific risk and opportunity areas which could impact us in and opportunities we are monitoring them across a number
2030, 2039 and 2050, each of which we assessed qualitatively, of time horizons. Short term (up to three years) – this aligns
supported where possible with high-level quantitative with our three-year strategic plans, medium term (three to
assessments. The assessments are based on financial ten years) and long term (beyond ten years).
scenarios and do not represent financial forecasts. They Where we have been able to quantify the risk, the ranges
exclude any actions that we might undertake to mitigate represent potential impacts of the different pathways.
or adapt to these risks.
Actions to mitigate the risks and capitalise on the
The quantitative assessments were developed to understand opportunities have been consolidated into our Compass
high-level materiality and order of magnitude financial impact strategy (page 4) and our CTAP (pages 35 to 41).
rather than perform detailed simulations or forecasts on the
long-term future of markets and products. Below we summarise the 11 risks and opportunities. Given
the nature of our products, all of the risks noted below are
The data used was from internal environmental, operational, applicable to all our Business Groups and there are only
and financial data and external science-based data and modest variations in their relative significance for each
assumptions from reputable and broadly used sources such Business Group. For more details on key targets, see pages 60
as the IPCC or the International Energy Agency. to 61.
Regulatory risks
Risk Management of risk
dairy ingredients and the energy used in ice cream storage/ lifecycle by 2030
transport/point-of-sale freezer cabinets. The highest absolute ■ Zero GHG emissions in our operations by 2030
carbon emissions from sourcing materials, production and ■ Net zero GHG emissions across our value chain by 2039
44 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Key targets:
■ Replace fossil-fuel-derived carbon with renewable or
recycled carbon in all our cleaning and laundry product
formulations by 2030
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 45
Planet & Society: Task Force on Climate-related Financial Disclosures statement
apart from Home Care and Personal Care businesses which use ■ 100% reusable, recyclable or compostable plastic
sachets to serve the needs of low-income consumers. These packaging by 2025
sachets are difficult to collect and recycle. ■ 25% recycled plastic by 2025
Timeframe: Short term to long term ■ Collect and process more plastic than we sell by 2025
46 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Market risks
Risk Management of risk
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 47
Planet & Society: Task Force on Climate-related Financial Disclosures statement
48 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 49
Planet & Society: Task Force on Climate-related Financial Disclosures statement
Summary of high-level quantitative assessment The results of this work on the way to 1.5°C is consistent with
this previous work. The key differences are due to: the more
We have undertaken high-level quantitative assessments for extreme measures that would need to be taken to achieve
six risks and opportunities. The results are shown in the tables a 1.5°C outcome; the evolution of the scientific assumptions
below. These assessments show the gross impact before any contained within the IPCC's AR6 report; and a more detailed
action which Unilever might take to respond. The ranges reflect approach to the scenario analysis. The financial impact in
the different results from the reactive (ɾ) and proactive (ρ) 2030 is more significant in the 1.5°C scenario. However, the
pathways assessed. scenario avoids the greater negative impacts from the physical
risks associated with higher temperature rise scenarios in 2050
We first undertook scenario analysis in 2017 on 2°C and 4°C
and beyond.
scenarios. In 2021, we completed a 1.5°C scenario analysis.
Regulatory and Market Risks Key assumptions Sensitivity 2030 2039 2050
1. Carbon tax and voluntary carbon ■ Absolute zero Scope 1 and 2 emissions
removal costs by 2030
■ Scope 3 emissions exclude consumer
use emissions
ρ -3.2 -5.2 -6.1
We quantified how high prices from
Carbon price would reach 245 USD/
carbon regulations and voluntary offset
■
markets for our upstream Scope 3 tonne by 2050, rising more aggressively
emissions might impact our raw and in early years in a proactive scenario
packaging materials costs, our The price of carbon offsetting would
ɾ
■
distribution costs and the neutralisation reach 65 USD/ tonne by 2050 -2.4 -4.8 -6.1
of our residual emissions post-2039. ■ Offsetting 100% of emissions on and
after 2039
■
transition to 1.5°C world
Analysis assumes that by 2050 average
ρ -0.6 -1.5 -3.4
We quantified how electricity and gas
electricity prices would:
price increases could impact both total
■ Rise ~16% in The Americas
energy annual spend as well as indirect
■ Rise ~18% in Europe
cost increases passed through from raw (b)
■ Decline ~1% in ASIA/AMET/RUB
material suppliers.
■ By 2050 average global gas prices
would rise by ~141%
ɾ -0.6 -1.5 -3.4
ingredients: ~11%
ρ -0.2 -0.5 -1.2
would reduce crop outputs due to water ■ By 2050, in a reactive scenario, water
scarcity in agricultural regions, decreasing scarcity would increase prices by:
crop viability, and impacting raw material ■ Palm: ~14%; Commodities and food
50 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement
in the global plant-based foods market ■ Product mix and product margins would
and possible market share in 2025. remain constant
(a) These potential financial impacts are based on high-level quantitative assessments of certain risk and opportunity areas which could impact us in 2030, 2039 and 2050
and assume no actions to mitigate risk are taken and if no actions to capitalise on opportunities are taken.
(b) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 51
Financial performance
Unilever Group performance
Unilever 2022 2021 2020
52 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance
Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these
measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP
measures on pages 55 to 59.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 53
Financial performance: Additional financial disclosures
Additional financial disclosures Goodwill and intangible assets were €40.5 billion. This was
an increase of €1.9 billion compared to the prior year. The
increase was driven by Nutrafol acquisition which contributed
Cash flow €1.2 billion and a positive impact from currency of €0.8 billion
offset by €0.2 billion decrease due to Dollar Shave Club
Cash flow from operating activities decreased by €(0.2) billion impairment. See note 21 on pages 198 to 201 and note 9
primarily as a result of a €0.4 billion unfavourable working on pages 172 to 198 for more.
capital movement. Inventories saw an increase of €1 billion
from Prestige Beauty and resilience building amidst supply Other non-current assets decreased by €(0.9) billion primarily
constraints in Ice Cream. This was partly offset by €0.6 billion as a result of fall in values of pension assets as a result of
movement in payables net of receivables. higher interest rates. Current assets increased by €1.8 billion
led by inventories, trade and other current receivables and
€ million 2022 2021 cash and cash equivalents, partly offset by reduction in assets
Operating profit 10,755 8,702 held for sale following the Tea business disposal. Inventories
Depreciation, amortisation and impairment 1,946 1,763
increased by €1.2 billion driven by cost inflation and increased
holdings for supply resilience. Trade and other current
Changes in working capital (422) (47)
receivables increased by €1.6 billion driven by transitional
Pensions and similar obligations less payments (119) (183) service agreement relating to sale of the Tea business and
Provisions less payments 203 (61) turnover growth. Cash and cash equivalents increased by
Elimination of (profits)/losses on disposals (2,335) 23 €0.9 billion driven by cash inflows from operating and investing
Non-cash charge for share-based compensation 177 161 activities partly offset by financing activities.
Other adjustments (116) (53) Non-controlling interest was flat versus the prior year as
Cash flow from operating activities 10,089 10,305 increase in profits was offset by dividends.
Income tax paid (2,807) (2,333)
Net capital expenditure (1,627) (1,239) Net debt*
Net interest and preference dividends paid (457) (340) Closing net debt was €23.7 billion compared to €25.5 billion
Free cash flow* 5,198 6,393 as at 31 December 2021 driven by free cash flow and proceeds
Net cash flow (used in)/from investing activities 2,453 (3,246) from disposals net of acquisitions, partly offset by dividends,
Net cash flow (used in)/from financing activities (8,890) (7,099) share buybacks and currency impact. Net debt to underlying
earnings before interest, taxation, depreciation and
amortisation (UEBITDA)* was 2.1 as at 31 December 2022
versus 2.2 in the prior year. Underlying EBITDA means operating
Income tax paid increased by €0.5 billion compared to the profit before the impact of depreciation, amortisation and
prior year due to €0.3 billion tax on separation of ekaterra, non-underlying items within operating profit. This is primarily
country tax rate mix effect, reduced benefits in tax settlements used to assess our leverage level.
and other one-off items.
Net cash flow from investing activities was €2.5 billion Movement in net pension liability/asset
compared to €(3.2) billion in the prior year primarily driven
The table below shows the movement in net pension liability/
by proceeds from sale of the Tea business of €4.6 billion
asset during the year. Pension assets net of liabilities were
partly offset by net consideration of €0.8 billion paid for
in surplus of €2.6 billion at the end of 2022 compared with a
Nutrafol acquisition. Capital expenditure further increased
surplus of €3.0 billion at the end of 2021. Values of assets and
in 2022 by €0.4 billion.
liabilities reduced by €7.2 billion and €7.6 billion respectively,
Net cash flow used in financing activities was €(8.9) billion primarily driven by higher interest rates.
compared to €(7.1) billion in the prior year primarily due
€ million 2022
to higher net repayment of borrowings by €3.1 billion. This was
partially offset by reduction in share buybacks of €1.5 billion 1 January 2,993
compared to the prior year. Gross service cost (186)
Employee contributions 12
Balance sheet Actual return on plan assets (excluding interest) (6,483)
Net interest income/(cost) 44
€ million 2022 2021
Actuarial gain/(loss) 6,130
Goodwill and intangible assets 40,489 38,591
Employer contributions 303
Other non-current assets 18,175 19,103
Currency retranslation (63)
Current assets 19,157 17,401 (a)
Other movements (181)
Total assets 77,821 75,095
31 December 2,569
Current liabilities 25,427 24,778
Non-current liabilities 30,693 30,571 (a) Other movements relate to special termination benefits, changes in asset
ceiling, past service costs including losses/(gains) on curtailment, settlements
Total liabilities 56,120 55,349 and other immaterial movements. For more details see note 4B on pages 162
Shareholders’ equity 19,021 17,107 to 167.
Non-controlling interest 2,680 2,639 * Certain measures used in our reporting are not defined under IFRS. For further
Total equity 21,701 19,746 information about these measures, please refer to the commentary on non-
GAAP measures on pages 55 to 59.
Total liabilities and equity 77,821 75,095
54 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures
Finance and liquidity 177, note 15C on pages 183 to 185, and note 20 on pages 197
and 198. We are satisfied that our financing arrangements
Approximately €1.1 billion (or 26%) of the Group’s cash and are adequate to meet our short term and long term cash
cash equivalents are held in the parent and central finance requirements. In relation to the facilities available to the
companies, for maximum flexibility. These companies provide Group, borrowing requirements do not fluctuate materially
loans to our subsidiaries that are also funded through retained during the year and are not seasonal.
earnings and third-party borrowings. We maintain access to
global debt markets through an infrastructure of short and
Guaranteed US debt securities
long-term debt programmes. We make use of plain vanilla
derivatives, such as interest rate swaps and foreign exchange At 31 December 2022 the Group had in issue US$10.8 billion
contracts, to help mitigate risks. More detail is provided in (2021: US$12.1 billion; 2020: US$11.5 billion) bonds in
notes 16, 16A, 16B and 16C on pages 186 to 191. The remaining connection with a US shelf registration. See page 235 for
€3.2 billion (or 74%) of the Group’s cash and cash equivalents more information on these bonds and related commentary
are held in foreign subsidiaries which repatriate distributable on guarantor information.
reserves on a regular basis. For most countries, this is done
through dividends which are in some cases subject to
Non-GAAP measures
withholding or distribution tax. This balance includes
€449 million (2021: €83 million, 2020: €98 million) of cash that Certain discussions and analyses set out in this Annual Report
is held in a few countries where we face cross-border foreign and Accounts (and the Additional Information for US Listing
exchange controls and/or other legal restrictions that inhibit Purposes) include measures which are not defined by
our ability to make these balances available in any means for generally accepted accounting principles (GAAP) such as IFRS.
general use by the wider business. The cash will generally be We believe this information, along with comparable GAAP
invested or held in the relevant country and, given the other measurements, is useful to investors because it provides a
capital resources available to the Group, does not significantly basis for measuring our operating performance, and our
affect the ability of the Group to meet its cash obligations. We ability to retire debt and invest in new business opportunities.
closely monitor all our exposures and counter-party limits. Our management uses these financial measures, along with
Unilever has committed credit facilities in place for general the most directly comparable GAAP financial measures, in
corporate purposes. The undrawn bilateral committed credit evaluating our operating performance and value creation.
facilities in place on 31 December 2022 were $5,200 million Non-GAAP financial measures should not be considered in
and €2,550 million. The additional undrawn revolving 364-day isolation from, or as a substitute for, financial information
bilateral credit facilities of €1,500 million as on 31 December presented in compliance with GAAP. Wherever appropriate
2021 were cancelled in 2022. Further information on liquidity and practical, we provide reconciliation to relevant
management is set out in note 16A to the consolidated GAAP measures.
financial statements.
Explanation and reconciliation of non-GAAP
Material cash commitments from contractual and measures
other obligations
Unilever uses ‘constant rate’ and ‘underlying’ measures
The following table shows the amount of our contractual and primarily for internal performance analysis and targeting
other obligations as at 31 December 2022. The material cash purposes. We present certain items, percentages and
commitments from contractual and other obligations arise movements, using constant exchange rates, which exclude
from our borrowings which include bonds, commercial paper, the impact of fluctuations in foreign currency exchange rates.
bank and other loans, interest on these borrowings and trade We calculate constant currency values by translating both the
payables and accruals. current and the prior period local currency amounts using the
prior year average exchange rates into euro, except for the
Due Due in local currency of entities that operate in hyperinflationary
within 1 Due in Due in over 5 economies. These currencies are translated into euros using
€ million 2022 year 1-3 years 3-5 years years
the prior year closing exchange rate before the application
Bonds 25,094 2,585 5,757 4,242 12,510 of IAS 29.
Commercial paper,
bank and other
The table below shows exchange rate movements in our
loans 2,657 2,646 5 — 6 key markets.
Interest on Annual average Annual average
financial liabilities 3,692 518 839 668 1,667 rate in 2022 rate in 2021
Trade payables Brazilian real (€1 = BRL) 5.414 6.366
and accruals 17,334 17,166 102 28 38 Chinese yuan (€1 = CNY) 7.047 7.663
Lease liabilities 1,649 397 565 340 347 Indian rupee (€1 = INR) 82.303 87.599
Other lease Indonesia rupiah (€1 = IDR) 15,535 16,983
commitments 319 64 52 39 164
Philippine peso (€1 = PHP) 57.194 58.401
Purchase
(a) UK pound sterling (€1 = GBP) 0.851 0.861
obligations &
other long-term US dollar (€1 = US$) 1.050 1.187
commitments 4,057 1,806 1,332 688 231
(b)
In the following sections, we set out our definitions of the
Others 610 183 427 — — following non-GAAP measures and provide reconciliation
Total 55,412 25,365 9,079 6,005 14,963 to relevant GAAP measures:
(a) For raw and packaging materials and finished goods. ■ underlying sales growth;
(b) Includes other financial liabilities and deferred consideration for acquisitions. ■ underlying volume growth;
Further details are set out in the following notes to the ■ non-underlying items;
consolidated financial statements: note 10 on pages 175 to ■ underlying earnings per share;
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 55
Financial performance: Additional financial disclosures
■ underlying operating profit and underlying operating and price growth in excess of 26% in hyperinflationary
margin; economies. Inflation of 26% per year compounded over
■ underlying effective tax rate; three years is one of the key indicators within IAS 29 to assess
■ constant underlying earnings per share; whether an economy is deemed to be hyperinflationary. We
■ free cash flow; believe this measure provides valuable additional information
■ underlying return on assets; on the underlying sales performance of the business and is a
key measure used internally. The impact of acquisitions and
■ net debt; and
disposals is excluded from USG for a period of 12 calendar
underlying return on invested capital.
months from the applicable closing date. Turnover from
■
56 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures
The relationship between USG, UVG and UPG is set out below: Underlying earnings per share
2022 vs 2021 vs 2020 vs Underlying earnings per share (underlying EPS) is calculated
2021 2020 2019
as underlying profit attributable to shareholders’ equity
Underlying volume growth (%) (2.1) 1.6 1.6 divided by the diluted average number of ordinary shares.
Underlying price growth (%) 11.3 2.9 0.3 In calculating underlying profit attributable to shareholders’
Underlying sales growth (%) 9.0 4.5 1.9 equity, net profit attributable to shareholders’ equity is
adjusted to eliminate the post-tax impact of non-underlying
Refer to page 52 for the relationship between USG, UVG and items. This measure reflects the underlying earnings for each
UPG for each of the Business groups. share unit of the Group. Refer to note 7 for reconciliation of net
profit attributable to shareholders’ equity to underlying profit
Non-underlying items attributable to shareholders' equity.
Several non-GAAP measures are adjusted to exclude items Underlying effective tax rate
defined as non-underlying due to their nature and/or
frequency of occurrence. The underlying effective tax rate is calculated by dividing
taxation excluding the tax impact of non-underlying items by
Non-underlying items within operating profit are: gains
profit before tax excluding the impact of non-underlying items
■
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 57
Financial performance: Additional financial disclosures
Free cash flow (FCF) is defined as cash flow from operating Net debt (23,676) (25,510)
activities, less income taxes paid, net capital expenditure
and net interest payments. It does not represent residual
Underlying return on invested capital
cash flows entirely available for discretionary purposes; for
example, the repayment of principal amounts borrowed is not Underlying return on invested capital (ROIC) is a measure of
deducted from FCF. FCF reflects an additional way of viewing the return generated on capital invested by the Group. The
our liquidity that we believe is useful to investors because measure provides a guide rail for long-term value creation and
it represents cash flows that could be used for distribution encourages compounding reinvestment within the business
of dividends, repayment of debt or to fund our strategic and discipline around acquisitions with low returns and long
initiatives, including acquisitions, if any. payback. Underlying ROIC is calculated as underlying
The reconciliation of cash flow from operating activities to operating profit after tax divided by the annual average of:
FCF is as follows: goodwill, intangible assets, property, plant and equipment,
net assets held for sale, inventories, trade and other current
€ million 2022 2021 2020 receivables, and trade payables and other current liabilities.
Cash flow from operating activities 10,089 10,305 10,933
€ million 2022 2021
Income tax paid (2,807) (2,333) (1,875)
Operating profit 10,755 8,702
Net capital expenditure (1,627) (1,239) (932)
Non-underlying items within
Net interest payments (457) (340) (455) operating profit (see note 3) (1,072) 934
Free cash flow 5,198 6,393 7,671 Underlying operating profit before
Net cash flow (used in)/from investing tax 9,683 9,636
activities 2,453 (3,246) (1,481)
(a)
Net cash flow (used in)/from financing Tax on underlying operating profit (2,331) (2,175)
activities (8,890) (7,099) (5,804) Underlying operating profit after
tax 7,352 7,461
Goodwill 21,609 20,330
Net debt
Intangible assets 18,880 18,261
Net debt is a measure that provides valuable additional Property, plant and equipment 10,770 10,347
information on the summary presentation of the Group’s net Net assets held for sale 24 1,581
financial liabilities and is a measure in common use elsewhere.
Inventories 5,931 4,683
Net debt is defined as the excess of total financial liabilities, Trade and other current receivables 7,056 5,422
excluding trade payables and other current liabilities, over
Trade payables and other current
cash, cash equivalents and other current financial assets, liabilities (18,023) (14,861)
excluding trade and other current receivables, and non-
Period-end invested capital 46,247 45,763
current financial asset derivatives that relate to
financial liabilities. Average invested capital for the
period 46,005 43,279
Underlying return on invested
capital (%) 16.0 17.2
(a) Tax on underlying operating profit is calculated as underlying operating profit
before tax multiplied by underlying effective tax rate of 24.1% (2021: 22.6%)
which is shown on page 57.
58 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures
Underlying return on assets divided by the annual average of: property, plant and
equipment, net assets held for sale (excluding goodwill and
Underlying return on assets is a measure of the return intangibles), inventories, trade and other current receivables,
generated on assets for each Business Group. This measure and trade payables and other current liabilities for each
provides additional insight on the performance of the Business Business Group. The annual average is computed by adding
Groups and assists in formulating long-term strategies with the amounts at the beginning and the end of the calendar
respect to allocation of capital across Business Groups. year and dividing by two.
Business Group underlying return on assets is calculated as
underlying operating profit after tax for the Business Group
€ million
Beauty &
2022 Wellbeing Personal Care Home Care Nutrition Ice Cream Total
Underlying operating profit before tax 2,292 2,679 1,344 2,449 919 9,683
Tax on underlying operating profit (552) (644) (324) (590) (221) (2,331)
Underlying operating profit after tax 1,740 2,035 1,020 1,859 698 7,352
Property plant and equipment 1,775 2,259 2,112 2,196 2,428 10,770
Net assets held for sale — 2 — 20 — 22
Inventories 1,386 1,352 909 1,267 1,017 5,931
Trade and other receivables 1,439 1,601 1,457 1,632 927 7,056
Trade payables and other current liabilities (3,562) (3,918) (3,955) (4,095) (2,493) (18,023)
Period-end assets (net) 1,038 1,296 523 1,020 1,879 5,756
Average assets for the period (net) 979 1,403 558 1,295 1,780 6,015
Underlying return on assets (%) 178 145 183 144 39 122
2021
Underlying operating profit before tax 2,237 2,505 1,417 2,525 952 9,636
Tax on underlying operating profit (505) (565) (320) (570) (215) (2,175)
Underlying operating profit after tax 1,732 1,940 1,097 1,955 737 7,461
Property plant and equipment 1,541 2,422 1,913 2,235 2,236 10,347
Net assets held for sale — 2 — 678 — 680
Inventories 1,074 1,083 765 974 787 4,683
Trade and other receivables 1,048 1,216 1,093 1,355 710 5,422
Trade payables and other current liabilities (2,743) (3,214) (3,178) (3,673) (2,053) (14,861)
Period-end assets (net) 920 1,509 593 1,569 1,680 6,271
Average assets for the period (net) 863 1,355 638 1,643 1,564 6,063
Underlying return on assets (%) 201 143 172 119 47 123
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 59
Non-financial performance
Improve the health of the planet
Climate action Target 2022 2021 2020
-50% -13%
50% virgin plastic reduction by 2025 (% change in total (e)
tonnes of virgin plastic used vs 2019 baseline)
(b)(c)(d) '-8% –
25% recycled plastic by 2025 (% of total used in
packaging)
(b)(c)(d) 25% 21% 18% –
100% reusable, recyclable or compostable plastic †
packaging by 2025 (% of total tonnes of reusable,
(b)(c)(d)(f)
100% 55% 53% 52%
recyclable or compostable plastic packaging used)
-50% '-17%
Halve food waste in our operations by 2025 (g)
(% change since 2019)
'-4% –
60 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance
†
Double the number of products sold that deliver positive
nutrition by 2025 (% of servings sold)
(a) 54% 48% 41% 27%
†
70% 64%
70% of our portfolio to meet WHO-aligned nutritional △
standards by 2022 (% of sales by volume)
(a)(h) 63%Θ 61%
†
Help 5 million SMEs to grow their business by 2025
(number of SMEs)
(i) 5m 1.8m 1.2m –
† This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the
2022 Unilever Basis of Preparation for assured metrics see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
Θ This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
Δ This metric was subject to independent limited assurance by PwC in 2020. For details and 2020 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
(a) Measured for 12 month period ended 30 September.
(b) Measured for 12 month period ended 30 June.
(c) For the vast majority of products in scope, we have used the actual weight of plastic packaging sold to calculate this metric. For the remainder, we estimate the weight
using the average packaging weight of similar products.
(d) We have updated the scope of reporting on our plastic commitments from 29 to 27 countries to improve our data accuracy.
(e) We have updated our baseline period for reporting from 1 July 2017 – 30 June 2018 to 1 January – 31 December 2019 to improve our data quality. We have therefore
restated our 2021 performance using the 2019 baseline. Please see pages 32 to 33 for more details.
(f) Refers to ‘actual recyclability’ of plastic packaging, meaning that it is both technically possible to recycle the material; and that there are established examples to
recycle the material in the region where it is sold. The 'technical recyclability' metric was subject to independent limited assurance by PwC, see page 33.
(g) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance.
(h) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet Unilever's Science-based Nutrition Criteria (USNC) by 2028.
(i) Measured for the 3 month period October to December.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 61
Non-financial performance: Additional non-financial disclosures
Our people
Our 127,000 talented people ■ Through our UniVoice survey we engaged with around 96,000 office Pages 27 to 29
give their skills and time in and factory-based employees in 2022 across a number of topics, and 89
Unilever offices, factories and from employee wellbeing to leadership performance.
R&D laboratories around the ■ We also continued our UniPulse questionnaires, asking employees to
world. rate certain aspect of the company such as culture, work-life balance
and development opportunities.
■ We continued our ‘Your Call’ sessions with our CEO and ULE members
to give our workforce direct and regular access to our leadership
team to ask questions on issues of concern to them as employees,
such as our new Compass Organisation, diversity and inclusion,
returning to the workplace and company financial performance. Our
Chair, Nils Andersen, participated in a Your Call in November 2022.
■ At a market level, we held regular local, leader-led virtual townhall
meetings to engage with employees on locally relevant topics and
issues.
■ For the second year running, we held a virtual Compass Live event to
engage our employees on our Compass strategy, progress and
factors affecting our performance.
Consumers
3.4 billion people use our ■ We use consumer research from partners such as Kantar, Nielsen Pages 12 to 26
products every day. and Ipsos, who we engage through their regular surveys and panels.
■ We engage around three million consumers through our various
engagement platforms annually.
62 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance: Additional non-financial disclosures
We work with suppliers in ■ Through our Supply Chain and Procurement teams, we communicate Pages 32, 34
over 150 countries to source with our suppliers and business partners frequently. and 36
materials and provide ■ We conduct an annual Partner with Purpose survey to understand
critical services for us, while how our suppliers feel about working with Unilever and areas for
supporting mutual and improvement.
sustainable growth.
Employee diversity
As part of our disclosure to comply with the UK Corporate Governance Code 2018, the table below shows our workforce diversity
by gender and work level as at 31 December 2022.
2022 2021
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 63
Non-financial performance: Additional non-financial disclosures
(a) Fleet and associated diesel use excluded as it is not material. Transportation is operated by a third party and accounted for under Scope 3.
(b) We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). Our only material GHG
from energy is CO2, reported as required by the GHG Protocol. Other gases are immaterial. Energy use data is taken from meter reads and energy invoices from each
site and then converted to kWh using standard conversion factors as published by the IPCC.
(c) Carbon emission factors for grid electricity calculated according to the ‘market-based method’. Total Scope 2 emissions reported as zero as we now use 100%
renewable grid electricity across all our sites in the UK.
64 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance: Additional non-financial disclosures
Employee matters
Relevant sections of Annual Report and Accounts:
■ Our People & Culture ■ Policies and due diligence: pages 27 to 29
■ Equity, diversity and inclusion ■ Position and performance (including relevant non-
■ Raise living standards financial KPIs): pages 27 to 29 and 61
■ Future of work ■ Risk: pages 27 to 29 and 71
■ Employee health and wellbeing ■ Impact: pages 27 to 29
■ Safety at work
WEF/IBC metrics
The World Economic Forum (WEF) and the International Business Council (IBC) have defined a number of metrics and disclosures
to help standardise environmental, social and governance reporting. Our Annual Report and Accounts includes a number of
the 'core' WEF/IBC metrics and disclosures, including: Governing purpose (pages 4 to 5), Ethical behaviour (page 29), Risk and
opportunity oversight (pages 67 to 75), Climate change (pages 35 to 41), and Employment and wealth generation (pages 27 to
28 and 34. Further information on core metrics will be available on our website.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 65
Non-financial performance: Additional non-financial disclosures
EU Taxonomy disclosures
The EU Taxonomy sets out reporting obligations for certain European businesses. It outlines certain activities deemed to be
environmentally sustainable, and refers to them as “eligible” and “aligned” activities. For each eligible activity, businesses
need to assess whether they make a substantial contribution to the climate change mitigation and adaptation objectives
and whether they cause any significant harm with respect to the following environmental objectives: i) sustainable use and
protection of water and marine resources, ii) transition to a circular economy, iii) pollution prevention and control, and
iv) protection and restoration of biodiversity and ecosystems.
If the eligible activities are considered to make a substantial contribution and do no significant harm in accordance with the
criteria set out in the regulations, then the eligible activities are designated as “aligned” as long as the business also meets
a minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition.
The EU Taxonomy is work in progress, and in creating the current list of environmentally sustainable activities, the European
Commission have not yet considered our industry, focusing instead on the more carbon intensive industries where they believe
there is the most potential for climate change mitigation or adaptation.
Using the current list of eligible activities and the alignment criteria, we have reviewed the Group’s turnover, capital expenditure
and operating expenditure (as defined by the EU Taxonomy) to identify the extent of any eligible and aligned activities within
our business. The outcome of our review is presented below.
As the EU Taxonomy is not yet applicable to us and we are providing these disclosures voluntarily, we have chosen to set out
the extent of our eligible and aligned activities in a simplified format instead of showing them in the tables prescribed by the
EU Taxonomy.
Turnover
None of our turnover as detailed in our consolidated income statement (page 149) for the year ended 31 December 2022 is
derived from eligible activities. As a consequence, none of our turnover can be classified as aligned.
Operating expenditure
Operating expenditure as per the EU Taxonomy is defined as directly incurred, non-capitalised costs relating to research and
development, building renovations, short-term leases and the repair and maintenance of property, plant and equipment.
None of our operating expenditure for the year ended 31 December 2022 is in respect of eligible activities. As a consequence,
none of our operating expenditure can be classified as aligned.
66 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Our Principal Risks
Our risk appetite and approach to capture and communicate learnings. We have a framework
of Code Policies that underpins the Code of Business Principles
to risk management and sets out the non-negotiable standards of behaviour
expected from all our employees.
Risk management is integral to Unilever’s strategy and the For each of our principal risks we have a risk management
achievement of Unilever’s long-term goals. Our success as framework detailing the controls we have in place and who
an organisation depends on our ability to identify and exploit is responsible for managing both the overall risk and the
the opportunities generated by our business and in our individual controls mitigating that risk. Unilever’s functional
markets. In doing this, we take an embedded approach to risk standards define mandatory requirements across a range of
management which puts risk and opportunity assessment at specialist areas, which are key controls in mitigating these
the core of the Board agenda, which is where we believe it risks. Examples include health and safety, cyber, accounting
should be. and reporting, and financial risk management.
Unilever’s appetite for risk is driven by the following: Our assessment of risk considers both short-term and long-
■ Our growth should be consistent, competitive, term risks, including how these risks are changing, together
profitable and responsible. with emerging risk areas. These are reviewed on an ongoing
■ Our actions on issues such as plastic and climate change basis, and formally by senior management and the Board at
must reflect their urgency, and not be constrained by the least once a year.
uncertainty of potential impacts.
■ Our behaviours must be in line with our Code of Business Processes
Principles and Code Policies.
Unilever operates a wide range of processes and activities
■ Our ambition to continuously improve our operational
across all its operations covering strategy, planning, execution
efficiency and effectiveness. and performance management. Risk management is
■ Our aim to maintain a minimum A/A2 credit rating on
integrated into every stage.
a long-term basis.
Our approach to risk management is designed to provide Assurance and re-assurance
reasonable, but not absolute, assurance that our assets are
Assurance on compliance with the Code of Business Principles
safeguarded, the risks facing the business are being assessed
and our Code Policies is obtained annually from Unilever
and mitigated, and all information that may be required to
management via a formal Code declaration. In addition,
be disclosed is reported to Unilever’s senior management
there are specialist awareness and training programmes
including, where appropriate, the CEO and CFO.
which are run throughout the year and vary depending on the
business priorities. These specialist compliance programmes
Organisation supplement the Code declaration. Our Corporate Audit
function plays a vital role in providing to both management
The Board has overall accountability for the management
and the Board an objective and independent review of the
of risk and for reviewing the effectiveness of Unilever’s risk
effectiveness of risk management and internal control systems
management and internal control systems. The Board has
throughout Unilever.
established a clear organisational structure with well-defined
accountabilities for the principal risks that Unilever faces in
the short, medium and long term. This organisational structure Board assessment of compliance with the risk
and distribution of accountabilities and responsibilities ensure management frameworks
that every segment (either Business Group or country) through
which we operate has specific resources and processes for The Board, advised by the Committees where appropriate,
risk reviews and risk mitigation. This is supported by the ULE, regularly review the significant risks and decisions that could
which takes active responsibility for focusing on the principal have a material impact on Unilever. These reviews consider the
areas of risk to Unilever, including any emerging areas of level of risk that Unilever is prepared to take in pursuit of the
risks. The Board regularly review these risk areas, including business strategy and the effectiveness of the management
consideration of environmental, social and governance controls in place to mitigate the risk exposure.
matters, and retain responsibility for determining the nature The Board, through the Audit Committee, has reviewed the
and extent of the significant risks that Unilever is prepared to assessment of risks, internal controls and disclosure controls
take to achieve its strategic objectives. and procedures in operation within Unilever. They have also
considered the effectiveness of any remedial actions taken for
Foundation and principles the year covered by this Annual Report and Accounts and up
to the date of its approval by the Board.
Unilever’s approach to doing business is framed by our
purpose and values (see page 4). Our Code of Business Details of the activities of the Audit Committee in relation to
Principles sets out the standards of behaviour that we this can be found in the Report of the Audit Committee on
expect all employees to adhere to. Day-to-day responsibility pages 102 to 103.
for ensuring these principles are applied rests with senior Further statements on compliance with the specific risk
management across Business Groups, geographies management and control requirements in the UK Corporate
and functions. Governance Code (2018), the US Securities Exchange Act (1934)
A network of Business Integrity Officers and Committees and the US Sarbanes-Oxley Act (2002) can be found on
supports the activities necessary to communicate the Code, page 93.
deliver training, maintain processes and procedures (including
support lines) to report and respond to alleged breaches, and
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 67
Principal risks
68 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks
Climate change Climate change and governmental actions We monitor climate change and in 2021 Increase
to reduce such change may disrupt our we published our Climate Transition Action
operations and/or reduce consumer Plan which provides details on how we
demand for our products. are reducing the carbon intensity of our
operations, developing products with a lower
Climate change is already impacting our carbon footprint or that require less water
business in various ways. Government during consumer use including details of how
action to reduce climate change such as we will achieve our GHG reduction targets
the introduction of a carbon tax, land which include net zero emissions across our
use regulations or product composition value chain by 2039 and zero emissions in our
regulations which restrict or ban certain operations by 2030.
GHG intensive ingredients, could impact our
business through higher costs or reduced We are decarbonising our operations
flexibility of operations. through eco-efficiency measures, powering
our factories with renewable electricity,
Physical environment risks such as water transitioning to renewable energy for heating
scarcity could impact our operations or and cooling and replacing climate harmful
reduce demand for our products that refrigerants. We invest in new products and
require water during consumer use. formulations so that our products work with
Increased frequency of extreme weather less water, poor quality water or no water.
events such as high temperatures,
hurricanes or floods could cause increased We monitor trends in raw material availability
incidence of disruption to our supply chain, and pricing due to short-term weather
manufacturing and distribution network. If impacts to ensure continued availability of
we do not take action, climate change could input materials and integrate weather system
result in increased costs, reduced profit and modelling into our forecasting process.
reduced growth. We also monitor government policy and
actions to combat climate change and take
proactive action to minimise the impact on
our business and advocate for changes to
public policy frameworks consistent with the
1.5°C ambition of the Paris Agreement.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 69
Principal risks
Customer Successful customer relationships are vital We build and maintain trading relationships No change
to our business and continued growth. across a broad spectrum of channels ranging
from centrally managed multinational
Maintaining strong relationships with customers through to small traders accessed
our existing customers and building via distributors in many emerging markets.
relationships with new customers who have We identify changing shopper habits and
built new technology-enabled business build relationships with new customers,
models to serve changing shopper habits such as those serving the digital commerce
are necessary to ensure our brands are well channel.
presented to our consumers and available
for purchase at all times. Digital commerce We develop joint business plans with our key
continues to be a critical channel for growth. customers that include detailed investment
plans and customer service objectives and
The strength of our customer relationships we regularly monitor progress.
also affects our ability to obtain pricing and
competitive trade terms. Failure to maintain We have developed capabilities for customer
strong relationships with customers could sales and outlet design which enable us
negatively impact our terms of business to find new ways to improve customer
with affected customers and reduce the performance and enhance our customer
availability of our products to consumers. relationships. We invest in technology to
optimise order and stock management
processes for our distributive trade customers.
70 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks
Business Our business depends on purchasing We have contingency plans designed to No change
Operations materials, efficient manufacturing and enable us to secure alternative key material
the timely distribution of products to supplies at short notice, to transfer or share
our customers. production between manufacturing sites and
to use substitute materials in our product
Our supply chain network is exposed to formulations and recipes.
potentially adverse events such as geo-
political sanctions, physical disruptions, We have policies and procedures designed
environmental and industrial accidents, to ensure the health and safety of our
trade restrictions or disruptions at a key employees and the products in our facilities,
supplier, which could impact our ability and to deal with major incidents including
to deliver orders to our customers. The business continuity and disaster recovery.
Russia-Ukraine war is an adverse event that Commodity price risk is managed through
has challenged and continues to challenge forward buying of traded commodities, other
the continuity and cost of our supply chain appropriate hedging mechanisms and
in 2022. product pricing. Trends are monitored and
Maintaining manufacturing operations modelled regularly and integrated into our
whilst adhering to changing local forecasting process.
regulations and meeting enhanced health
and safety standards has proven possible
but has required significant management. In
addition, ensuring the operation of a global
logistics network for both input materials
and finished goods continues to present
challenges and requires continued focus
and flexibility.
The cost of our products can be significantly
affected by the cost of the underlying
commodities and materials from which
they are made.
Fluctuations in these costs cannot always be
passed on to the consumer through pricing.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 71
Principal risks
Systems and Unilever’s operations are increasingly To reduce the impact of external cyber- No change
information dependent on IT systems and the attacks impacting our business we have
management of information. firewalls and threat monitoring systems in
place, complete with immediate response
The cyber-attack threat of unauthorised capabilities to mitigate identified threats. We
access and misuse of sensitive information also maintain a global system for the control
or disruption to operations continues to and reporting of access to our critical IT
increase with the level of incidents rising systems. This is supported by an annual
year on year. Such an attack could inhibit our programme of testing of access controls.
business operations in a number of ways,
including disruption to sales, production and We have policies covering the protection of
cash flows, ultimately impacting our results. both business and personal information, as
well as the use of IT systems and applications
In addition, increasing digital interactions by our employees. Our employees are trained
with customers, suppliers and consumers to understand these requirements.
place ever greater emphasis on the need
for secure and reliable IT systems and We also have a set of IT security standards
infrastructure and careful management and closely monitor their operation to protect
of the information that is in our possession our systems and information. Hardware that
to ensure data privacy. runs and manages core operating data is fully
backed up with separate contingency systems
to provide real-time backup operations
should they ever be required.
We have standardised ways of hosting
information on our public websites and have
systems in place to monitor compliance with
appropriate privacy laws and regulations,
and with our own policies.
72 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks
Economic Adverse economic conditions may affect The breadth of Unilever’s portfolio and Increase
and political one or more countries, regions or may our geographic reach help to mitigate our
instability extend globally. Unilever operates around exposure to any particular localised risk. Our
the world and is exposed to economic flexible business model allows us to adapt
and political instability that may reduce our portfolio and respond quickly to develop
new offerings that suit consumers’ and
consumer demand for our products, disrupt
customers’ changing needs during economic
sales operations and/or impact the
downturns.
profitability of our operations.
We regularly update our forecast of business
In 2022, organisations have seen significant results and cash flows and, where necessary,
disruption and cost inflation coupled with rebalance investment priorities.
increased geopolitical tensions, such as the
Russia-Ukraine war. Further potential trade We believe that many years of exposure to
and economic sanctions risk global supply emerging markets have given us experience
chain disruption and deep recession. Risks of operating and developing our business
associated with the global energy crisis are successfully during periods of economic and
leading to significantly higher energy prices political volatility.
and could disrupt our operations.
Government actions such as trade and
economic sanctions, foreign exchange or
price controls can impact on the growth
and profitability of our local operations.
Unilever has more than half of its turnover
in emerging markets which can offer greater
growth opportunities but also exposes
Unilever to related economic and political
volatility.
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 73
Principal risks
Ethical Unilever’s brands and reputation are Our Code of Business Principles and our No change
valuable assets and the way in which we Code Policies govern the behaviour of our
operate, contribute to society and engage employees, suppliers, distributors and other
with the world around us is always under third parties who work with us. Our processes
scrutiny both internally and externally. for identifying and resolving breaches of our
Code of Business Principles and our Code
Acting in an ethical manner, consistent with Policies are clearly defined and regularly
the expectations of customers, consumers communicated throughout Unilever. Data
and other stakeholders, is essential for the relating to such breaches is reviewed by the
protection of the reputation of Unilever and ULE and by relevant Board Committees and
its brands. helps to determine the allocation of resources
for future policy development, process
A key element of our ethical approach to
improvement, training and awareness
business is to reduce inequality and promote
initiatives.
fairness. Our activities touch the lives of
millions of people and it is our responsibility
Our Responsible Partner Policy helps us to
to protect their rights and help them live
improve the lives of the people in our supply
well.
chains by ensuring human rights are
The safety of our employees and the people protected and makes a healthy and safe
and communities we work with is critical. workplace a mandatory requirement for our
Failure to meet these high standards could suppliers. We have detailed safety standards
result in damage to Unilever’s corporate and monitor safety incidents at the highest
reputation and business results. level.
Through our Brands with Purpose agenda,
a number of our brands are taking action on
societal issues such as fairness and equality.
74 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks
Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 75
Principal risks
growth. The assessment also included reviewing and risk including the following multi-risk scenarios:
factors such as: credit facilities with a maturity of 364 days which are used
■ the Group has considerable financial resources together
for backing up our commercial paper programmes.
with established business relationships with many ■ Thirdly, for each of our 14 principal risks, one of which is
customers and suppliers in countries throughout the climate, worst-case plausible scenarios have been assessed
world; together with multi-risk scenarios. None of the scenarios
■ high cash generation by the Group’s operations and reviewed, either individually or in aggregate would cause
access to the external debt markets; Unilever to cease to be viable.
■ flexibility of cash outflow with respect to significant
76 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Governance
Culture
As outlined in my letter on pages 6 to 7, Unilever has Consistent with previous years, the Board recognises the
responded well to challenging macroeconomic events while importance and differentiation that culture brings in the
at the same time transforming its organisational model. As a delivery of performance. At the heart of our Compass Strategy
Board, we are confident that this transformation will deliver for Sustainable Growth lies our purpose to make sustainable
greater speed, agility and accountability across the Group. living commonplace, delivered through our belief that
In a year of change, I am pleased to present our Corporate brands with purpose grow, companies with purpose last, and
Governance Report. The purpose of this Report is to update importantly, people with purpose thrive. As a Board and as
you on developments within Unilever’s corporate governance Directors individually we aim to lead by example, promoting
in the last year. We explain how we, as a Board, have taken a purposeful, accountable and high-performance culture.
decisions, underpinned by high corporate governance
standards. We remain proud of the Company’s commitment to help equip
employees to stay fit for the future of work and build a strong
talent pipeline through our personalised future-fit
Board priorities and delivery
development plans.
The focus of the Board in 2022 has been to drive the The Board remains engaged in the furtherance of equity,
Company’s vision; to deliver winning performance by being diversity and inclusion initiatives across our business. We want
the global leader in sustainable business. The Board has been to drive the Company’s vision to be a beacon for diversity
highly engaged in supporting the ULE and wider management and inclusion in order to build a fairer, more inclusive society
in this objective – especially through the aftermath of the through an equitable workplace. The Non-Executive Directors
Covid pandemic and the current and continuing challenging actively participate in workforce engagement sessions across
macroeconomic headwinds. In our meetings, we reviewed the year, listening to employees and discussing focus topics
and discussed the direction and strategies of each of the five such as equity, diversity and inclusion, agile ways of working
Business Groups as well as Unilever’s overall strategies in and performance culture. The Board receives reports from
respect of financial plan, supply chain operations, research these sessions throughout the year as well as the results of
and development, and sustainability. In addition, the Board employee perception surveys and feedback from town hall
has continued to engage with external stakeholders and meetings. It is pleasing to see that the most recent UniVoice
partake in deep dive knowledge sessions into certain areas survey, in which approximately 96,000 employees participated
of the business such as cyber security management and globally, showed an overall employee engagement score of
the Company’s ways of working following the Compass 81% in offices and 84% in factories. In particular, consistent
Organisation transformation. The Board was also pleased with the previous year, 94% of employees who participated
to be able to step up its face-to-face engagements with the consider that Unilever conducted its business with integrity
Unilever business overseas in 2022, following the relaxation and 87% of employees see Unilever as having an inclusive
of many Covid restrictions. The Board held Board and working environment in which everyone’s views are valued.
Committee meetings in the US and Singapore, and undertook These results demonstrate that people hold a positive view
visits to Unilever’s businesses in India, Indonesia and Vietnam. of Unilever’s culture. The Board and the ULE will continue
Details of the Board’s activity and focus during 2022 are set out to ensure that this permeates across the organisation.
on page 86.
was conducted in tandem with internal evaluations of the Other stakeholder engagement 87
Committees. The findings from both processes provide a clear Conflicts of interest 88
agenda for us to continue to improve as a Board in 2023 and Role of the Chair 85
provide areas for future focus, which are discussed in more
detail later in this report. The review confirmed that the Board Division of responsibilities
and its Committees are effective.
Non-Executive Directors 85
In particular, during 2022, the Board gave its full support Independence 88
to Alan Jope in driving the Compass Organisation
transformation. With the appointment by the Board of a Composition, succession and evaluation
new CEO from 1 July 2023, the Board will prioritise supporting Appointments and succession planning 96 – 97
his effectiveness, alongside a focus on driving shareholder
Skills, experience and knowledge 98
value for the short, medium and long term, together with a
continued commitment to Unilever’s purpose and values. Length of service 99
Evaluation 88 – 89
The Board has confidence that Unilever’s new structure
together with its new leadership will prove a powerful Diversity 97
combination to enhance Unilever’s performance and, in
turn, bring value creation for its key stakeholders. Over Audit, risk and internal control
the course of 2023, the Board will continue to give its full Committee 101
support to management in driving top line growth during Integrity of financial statements 101
2023 and beyond.
Fair, balanced and understandable 102
Internal controls and risk management 103
External auditor 103
Principal and emerging risks 102
Feike Sijbesma
Non-Executive Director
Nationality Dutch
Age 63, Male
Appointed
November 2014
Current external appointments: Previous experience: Latin America Current external appointments:
Tapestry Inc. (NED); FoodDrinkEurope (EVP); Brazil (EVP); Philippines (SVP); Council on Foreign Relations in the US
(Board member); Leading Executives Global Hair Care Europe (SVP); Hair (member); Arrow Electronics (Board
Advancing Diversity (LEAD) (Advisory Care Latin America (VP); and Laundry member).
Board member); Pepsi/Lipton JV Argentina (Marketing Director). Previous experience: Unilever North
(Board member).
America (President); Revlon (President
Previous experience: Bayer AG and CEO); Colgate- Palmolive (COO;
(Supervisory Board member); Royal President of the Asia/Pacific Division,
Ahold Delhaize (CEIO & EC member); EVP Latin America); P&G (President
Royal Ahold (CCO & EC member); of Asia Pacific, General Manager
P&G (VP & GM). of Venezuela).
Sanjiv Mehta President, Unilever, Nitin Paranjpe Chief People and Richard Slater
South Asia, and CEO & Managing Transformation Officer, and Chair of Chief R&D Officer
Director, Hindustan Unilever Hindustan Unilever
Nationality Indian Nationality Indian Nationality British
Age 62, Male Age 59, Male Age 45, Male
Appointed to ULE Appointed to ULE Appointed to ULE
May 2019 October 2013 April 2019
Joined Unilever Joined Unilever Joined Unilever
1992 1987 2019
Current external appointments: Current external appointments: Previous experience: GSK (Head of
Air India Limited (independent Board Heineken N.V. (Member of the R&D, Consumer Healthcare); Reckitt
Director); Board of Indian School of Supervisory Board). Benckiser (Head of R&D, Consumer
Business (Director); Federation of Previous experience: Foods & Healthcare); Reckitt Benckiser (Global
Indian Chambers of Commerce and Group Director/VP R&D Personal Care;
Refreshment (President); Home Care
Industry (Senior Vice President); Breach Global Director R&D Aircare,
(President); Unilever South Asia (EVP)
Candy Hospital Trust (member); South Analgesics and New Brands); Boots
and Hindustan Unilever Limited (CEO);
Asia Advisory Board of Harvard Healthcare (various roles).
Home and Personal Care India (EVP);
Business School (member); Xynteo’s
Home Care India (VP); senior positions
‘India 2022’ (Chair).
in Laundry and Household Care.
Previous experience: Advisory
Network to the High Level Panel for
a Sustainable Ocean Economy (Co-
Chair); Unilever North Africa and
Middle East (Chair and CEO); Unilever
Philippines Inc. (Chair and CEO);
Unilever Bangladesh Limited (Chair
and Managing Director).
Board
The Board's primary role is to ensure the long-term sustainable success
of Unilever for the mutual benefit of all our stakeholders.
Nominating
and Corporate Corporate
Governance Audit Responsibility Compensation
Committee (NCGC) Committee (AC) Committee (CRC) Committee (CC)
Reviews the composition Responsible for Oversees Unilever's Determines the
of the Board and monitoring the integrity conduct as a responsible remuneration
Committees and makes of Unilever's financial and ethical global framework/policy for
recommendations to statements and for business, reviews the Executive Directors
the Board on suitable ensuring the sustainability-related and ULE. Considers
candidates for effectiveness of the risks and reputational alignment with
appointment to the internal audit function, matters and provides regulation, market
Board and Committees. internal controls and risk guidance and practice and principles
Assists the Board on management processes, recommendations of good governance and
Board and senior and managing the to the Board on ensuring remuneration
management relationship with the sustainability and is linked to corporate
succession planning, external auditor. reputational matters. and individual
conflicts of interest performance. Also
and independence. reviews remuneration-
related workforce
policies and practices.
Disclosure Committee
Responsible for overseeing the accuracy, materiality and timeliness of disclosure
of financial and other public announcements and evaluates and oversees
the adequacy of Unilever's disclosure controls and procedures.
The Board has ultimate responsibility for the development When there is a Board meeting, the Non-Executive Directors
of strategy, material acquisitions and divestments, material usually also meet without the Executive Directors present.
capital expenditure, the Company’s capital structure and The Chair, or in his absence the Senior Independent Director
other financing matters, oversight of policies, procedures (SID), chairs such meetings.
and internal controls, setting and monitoring the Group’s
Attendance during the year at each of the Committees'
culture and promoting ethical behaviour.
meetings is also set out below. Further information is provided
A summary of the activities of the Board during the year is in the relevant Committee reports.
provided in later pages of this Annual Report and Accounts
together with reports from each of the Committees. In
addition, the schedule of matters reserved for the Board, a
comprehensive summary of how the Board operates and the Site visits
terms of reference for the four principal Committees and the
Disclosure Committee are available on the Company’s website In addition to the formal Board meetings, several
in the Governance of Unilever. (www.unilever.com/board-and- Non-Executive Directors visited Unilever sites in India,
management-committees) Indonesia and Vietnam in order to better understand
The Chair leads the Board and is responsible for its overall the businesses in these countries. These site visits allow
effectiveness in directing the Unilever Group. The Chair sets the the Non-Executive Directors to observe the Group's
Board’s agenda, ensures the Directors receive accurate, timely operations in action, they reinforce their knowledge
and clear information, promotes and facilitates constructive and enable them to experience first-hand the culture
relationships and effective contribution of all the Executive of the Group.
and Non-Executive Directors, and promotes a culture of The site visits involve intensive itineraries. The Non-
openness and debate. The Non-Executive Directors provide Executive Directors receive presentations on a variety
constructive challenge, strategic guidance, specialist advice of topics, including strategy, business and financial
and hold management to account. The Group Secretary performance, distribution and marketing. The Non-
supports the Board to ensure that it has the policies, Executive Directors meet with local management
processes, information, time and resources it needs to teams, they visit markets and stores where Unilever
function effectively and efficiently. products are sold and meet, where possible, with
external stakeholders. Local workforce engagement
Board and Committee meetings sessions are also organised wherever possible. Such
sessions took place in the US, Indonesia, Vietnam and
There were six scheduled Board meetings in 2022 and an Singapore in 2022.
additional five meetings were convened to discuss strategic
and transactional matters. Two scheduled Board meetings
were held outside the UK in the US and Singapore, at which
time the Board visited local operations and met with the local
management teams and the workforce. The remainder of the
meetings were held in the UK.
innovation pipeline.
■ received updates from various external speakers on the
Operational performance and financial management macro environment from economic, social and political
perspectives and global security issues; and
■ regularly reviewed Unilever Group operational and financial ■ received updates on emerging legislation and regulation.
performance and delivery against strategic objectives,
business plans including budget and forecast, financial and
Culture and stakeholders
non-financial KPIs and against analysts’ consensus and
market guidance; ■ reviewed the 2022 workforce engagement programme
■ considered and approved quarterly dividends; covering both employees and employee representatives
■ significant shareholders of PLC considered and approved and considered feedback from the sessions; and
a share buyback programme of up to €3bn over 2022 and ■ regularly reviewed investor feedback reports and
2023; and analysts' reports.
■ considered and approved the issuance of new shares to
be used to settle the vesting of share awards granted to Risk and internal controls
employees under various employee share plans.
■ considered feedback from the Audit Committee on its
assessment of the ongoing effectiveness of the Group’s
Governance and external reporting
internal controls; and
■ considered feedback from the Audit Committee in relation to ■ reviewed the findings from the assessment of the Group’s
significant judgements, fair, balanced and understandable register of principal risks and focus risks and approved the
assessment, going concern basis of preparation and related risk management plans.
viability statement;
■ approved half- and full-year results and annual report
and accounts;
Stakeholder considerations
The Compass Organisation takes into account the interests of shareholders in its aims to create value for shareholders. It
takes into account customers and consumers and the additional focus that the new organisational structure can bring to
those groups. Suppliers will also continue to benefit from the scale of requirements that the Group can bring and overall
covenant of the Group.
Following the proposed offer for the consumer health business of GSK and Pfizer becoming public, the Board took into account
investor attitudes to the proposal in its decision not to continue with its proposed offer. The Board concluded that Unilever’s
ongoing strategy of organic growth and bolt-on acquisitions in relevant, higher value Business Group categories would
continue to deliver long-term sustainable value for Unilever’s shareholders and wider stakeholders.
In evaluating the acquisition of Nutrafol, the Board considered the alignment of the acquisition with Unilever’s strategy,
the potential financial returns on investment, and whether the commercial terms of the acquisition were in the interests of
shareholders as a whole. The Board agreed that Nutrafol was a good strategic fit for the Company. The Board also considered
the employees of Nutrafol in their deliberations, including how best to preserve the entrepreneurial culture and drive that the
founders of Nutrafol had created. In addition, the Board considered how best to minimise disruption during integration into
Unilever, as well as ways to support and retain Nutrafol employees.
Stakeholder considerations
The Group’s vision supports stakeholders in all areas of the business as well as the environment. The commitment to nutritional
reporting arose as a result of dialogue and engagement with ShareAction, a non-governmental organisation who had been
engaging with Unilever's shareholders. The approach to sustainability assists suppliers in the development of sustainable
agriculture. Customers and consumers benefit from products that aim for the highest standards in sustainability.
Stakeholder considerations
The Board considered Nelson’s and Hein's extensive experience in the global consumer goods industry and concluded that
their appointments to the Board would be beneficial to Unilever and its shareholders and wider stakeholders.
Board commitment All the Non-Executive Directors are considered to have the
appropriate skills, knowledge, experience and character to
All Directors are expected to attend each Board meeting bring objective and constructive judgement and valuable
and each Committee meeting of which they are members, insights to the Board’s deliberations. The Board has concluded
unless there are exceptional reasons preventing them from that all the Non-Executive Directors were independent during
participating. Only members of the Committees are entitled the period covered by this report.
to attend Committee meetings, but others may attend at
the Committee Chair’s discretion. Executive Directors attend The Chair was considered to be independent on appointment
Committee meetings by invitation only. and is committed to ensuring that the Board continues to
comprise a majority of independent Non-Executive Directors.
If Directors are unable to attend a Board or Committee
meeting, they have the opportunity beforehand to discuss
any agenda items with the Chair or the Committee Chair.
Conflicts of interest
Directors have a statutory duty to avoid actual or potential
Board appointment conflicts of interest. The Board ensures that there are effective
procedures in place to avoid conflicts of interest by Directors.
The report of the Nominating and Corporate Governance A Director must without delay report any conflict of interest
Committee on pages 96 and 97 describes the work of the or potential conflict of interest to the Chair and to the other
Committee including in relation to Board appointments Directors and the Company Secretary, or, in case any conflict
and recommendations for re-election. The procedure for the of interest or potential conflict of interest of the Chair, to the
nomination and appointment of Directors is also contained SID, the other Directors and the Company Secretary. The
within the document entitled ‘Appointment procedure for Director in question must provide all relevant information to
PLC Directors' which is available on our website. Directors the Board, so that the Board can decide whether a reported
may be appointed by a simple majority vote of shareholders (potential) conflict of interest of a Director qualifies as a
at a general meeting, or on an interim basis by the Board conflict of interest within the meaning of the relevant laws.
(in which case they will offer themselves for election Unless authorised by the Board, together with compliance with
at the next AGM). any restrictions that have been required of such a Director,
a Director may not take part in the decision-taking process
Composition, balance and independence of the Board in respect of any situation in which he or she has
of the Board a conflict of interest. The Board consider the procedures that
have been put in place to deal with conflicts of interest
As at 31 December 2022, the Unilever Board comprised operate effectively.
13 Directors: the Chair, two Executive Directors and ten
The interests of new Directors are reviewed during the
independent Non-Executive Directors. Alan Jope informed
recruitment process and authorised (if appropriate) by the
the Board of his intention to retire from the Company at the
Board at the time of their appointment. Directors have a
end of 2023. The appointment of Hein Schumacher as CEO
continuing duty to update the Board on any changes to their
with effect from 1 July 2023 was announced in January 2023.
external appointments which are also reviewed by the Board
The balance of Directors on the Board ensures that no on a regular basis.
individual or small group of Directors can dominate the
Unilever recognises that the Executive Directors acting as
decision-making process. The biographies on pages 80 to 81
directors of other companies is beneficial from a personal
and the table on page 98 in the Nominating and Corporate
Governance Committee Report demonstrate a diverse Board development perspective and therefore also beneficial to the
with a broad range of sector experience, skills and knowledge. Group. The number of external directorships of listed
companies is generally limited to one per Executive Director to
The Board carries out an annual review of the performance reduce the risk of excessive commitment and prior approval is
of the Directors in addition to a thorough review of the Non- required from the Chair.
Executive Directors’ and their related or connected persons’
relevant relationships in line with the best practice guidelines
in the UK and US. The criteria chosen by the Board to assess the
Board evaluation
independence of the Non-Executive Directors, which is set out Each year, the Board formally assesses its own performance,
in detail in the Governance of Unilever, includes in summary: including with respect to its composition, diversity and how
■ no additional remuneration or other benefits from any effectively its members work together to achieve objectives.
Group company; The last external evaluation was performed in 2019. In
■ no material business relationships within the last three
December 2022 and January 2023, an independent third-party
years, including shareholder, customer, adviser and supplier consultant, No 4, facilitated a self-evaluation of the Board’s
relationships, with any Group company; effectiveness.
■ no cross-directorships or significant links with other Directors The evaluation consisted of individual interviews with each of
through involvement in other companies or bodies; the Directors followed by a Board discussion in February 2023,
■ not more than nine years of service on the Board in normal covering both the outcome of the evaluation and the proposed
circumstances; actions to enhance the effectiveness of the Board. The
■ not a former employee of any Group company within the last
outcome of such discussions is taken into account in the
five years; assessment of Directors when proposals for the re-election of
Directors is considered. The Chairman’s statement on pages 78
■ no close family ties with any of Unilever’s advisers, Directors
and 79 describes the key actions agreed by the Board
or senior management; and
following the evaluation. The evaluation of the Board’s
■ no significant shareholdings in Unilever or any Group
principal Committees was performed under the supervision of
company. the respective Chairs and the Chief Legal Officer & Group
Secretary, taking into account the views of respective
Committee members and the Board members. The key actions
arising from these Committee evaluations can be found in
each of the Committee Reports.
Some of the key actions agreed by the Board following Workforce engagement
the evaluation of the Board relate to succession planning.
Board succession and executive leadership succession with The Board believes that taking into account feedback from
a continued focus on driving diversity, especially gender, the workforce widens the diversity of its views when making
and inclusion remain key. In addition, the Board will continue business decisions. In view of Unilever’s global footprint and
to work with the executive leadership team to focus on scope of operations, the Board decided that the most effective
the retention of skilled, high potential individuals across way of organising its engagement with employees was to
the Group. share the responsibility among all Non-Executive Directors.
Unilever’s Workforce Engagement Policy provides for workforce
Board induction and training engagement in a variety of ways such as face-to-face
engagement sessions with Non-Executive Directors, engaging
All new Directors participate in a comprehensive induction with employee representatives, townhall meetings, site visits,
programme when they join the Board. The induction employee engagement surveys such as UniVoice (see page 27
programme typically includes visits to the Group’s businesses, for further information) and regular 'Your Call' sessions with
meetings with other Board Directors, senior executives and the CEO. These engagement activities cover the entire
managers, advisers and the Group's internal and external workforce demographic in terms of geography, all business
auditors. This is supplemented with a wide range of groups, length of service, work level/seniority and supply chain
information including historical Board and Committee papers, and office staff.
internal and external reports and presentations covering the
key commercial, operational, financial and functional areas of In 2022, Non-Executive Directors participated in ten workforce
the Group and relevant policies and governance procedures. engagement events, both virtually and in person, in the UK
as well as in Singapore, Vietnam and North America. A wide
The Chair ensures that ongoing training is provided for range of topics were discussed including those that are
Directors by way of site visits, presentations and circulated personal to the workforce and those of a more business and
updates at and between Board and Committee meetings. strategic nature. Topics included agile working; reward and
The training covers, among other things, Unilever’s business, performance culture; hybrid working; equality, diversity and
environmental, social, corporate governance, regulatory inclusion; safety; growth businesses; innovation in marketing;
developments and investor relations matters. For example, in consumer data; and the Compass Organisation
2022 the Directors received presentations on directors' duties transformation.
and Unilever's Code of Business Principles. In addition, outside
of the scheduled Board meetings, several Directors visited Perspectives from the workforce have been taken into
Unilever businesses and met with local management in India, consideration in decision making. For example, UniVoice
Indonesia and Vietnam. results from 2021 indicated challenges around operational
effectiveness within a matrix structure. The design of the
Compass Organisation in 2022 looked to address some of
these issues. Another such example of taking into account
feedback through these workforce engagement processes
resulted in the introduction of enhanced onboarding
procedures of third party service providers in factories,
in relation to aligning safety culture and enhanced risk
analysis and incident classification.
The Board evaluates the effectiveness of workforce
engagement on an annual basis and feedback is also sought
from employees who take part in the workforce engagement
sessions, thereby creating a feedback loop between the
Board and employees.
Unilever’s issued share capital on 31 December 2022 was No Disclosable Interests have been notified to Unilever
made up of £81,798,695 split into 2,629,243,772 ordinary between 1 January 2023 and 21 February 2023 (the latest
1
shares of 3 /9p each and each carrying one vote. A total of practicable date for inclusion in this report). As far as Unilever
97,193,750 Unilever ordinary shares were held in treasury as is aware, between 1 January 2020 and 21 February 2023,
at 31 December 2022. (i) BlackRock, Inc.,(ii) Vanguard Holding, and (iii) the
aggregated holdings of the trustees of the Leverhulme Trust
and the Leverhulme Trade Charities Trust, have held more
Share issues and purchase of shares than 3% of, or 3% of voting rights attributable to, Unilever’s
At the 2022 AGM held on 4 May 2022, Unilever’s Directors were ordinary shares.
authorised to:
■ issue new shares, up to a maximum of £26,559,400 nominal Accounting policies, financial instruments
value (which at the time represented approximately 33% and risk
of Unilever’s issued ordinary share capital);
Details of the Group’s accounting policies, together with
■ disapply pre-emption rights up to a maximum of £3,984,879
details of financial instruments and risk, are provided in note 1,
nominal value (which at the time represented approximately
16 and 18 to the Financial Statements.
5% of Unilever’s issued ordinary share capital) for general
corporate purposes and an additional 5% authority in
connection with an acquisition or specified capital
Branch offices
investment; and Details of the Unilever Group's branches are listed on page
■ make market purchases of its ordinary shares, up to a 214.
maximum of 256,262,000 ordinary shares (which at the time
represented just under 10% of PLC’s issued ordinary share Employment of disabled people
capital) and within the price limits prescribed in the
resolution. Disability inclusion is deeply important to Unilever. Unilever
has made a commitment to have 5% of our workforce to be
Unilever commenced a share buyback programme in 2022. The made up of people with disabilities by 2025. It is critical that
aggregate market value of the share buyback programme is our brands live up to our values by understanding the lives,
up to €3 billion to be completed in 2022 and 2023. The purpose experiences and stereotypes facing persons with disabilities
of the share buyback programme is to reduce the capital of and reflecting their stories in our brand communications. In
Unilever. In 2022, Unilever bought back 34,217,605 Unilever addition, Unilever has a range of employment policies which
1
ordinary shares of 3 /9p each in two tranches, the total clearly detail the standards, processes, expectations and
consideration for which was €1.5bn. These shares were held responsibilities of its people and the organisation. These
in treasury as at 31 December 2022, representing 1.30% of policies are designed to ensure that everyone – including those
Unilever’s issued share capital. Outside of this share buyback with existing or new disabilities and people of all backgrounds
programme, no other company within the Group purchased – is dealt with in an inclusive and fair way from the recruiting
any Unilever ordinary shares or American Depositary Shares process and ongoing through their career at Unilever. This
during 2022. includes access to appropriate training, development
opportunities or job progression. Further details can be
Right to hold and transfer ordinary shares found on pages 27 and 28.
The Company operates a number of employee share plans, Our approach to risk management and systems of internal
details of which are set out in note 4C and in the Directors’ control is in line with the recommendations in the FRC’s revised
Remuneration Report on pages 113 to 114. guidance ‘Risk management, internal control and related
financial and business reporting’ (the Risk Guidance). It is
Unilever’s practice to review acquired companies’ governance
Stakeholder engagement procedures and to align them to the Group’s governance
The Group’s stakeholders are our shareholders, our workforce, procedures as soon as is practicable.
consumers, customers, our suppliers and business partners, Greenhouse Gas (GHG) Emissions:
and the planet and society as a whole. The Board is aware that
its actions and decisions impact our stakeholders. Effective Information on GHG emissions can be found on pages 39
engagement with stakeholders is important to the Board as it and 41.
strengthens the business and helps to deliver a positive result
for all our stakeholders. In order to comply with Section 172 Employee Involvement and Communication:
of the Companies Act, the Board is required to take into
consideration the interests of stakeholders and it must also Unilever’s UK companies maintain formal processes to inform,
include a statement setting out the way in which Directors consult and involve employees and their representatives.
have discharged this duty during the year. The Group’s A National Consultative Forum comprising employees and
stakeholders are identified on pages 62 to 63 and information management representatives from key locations meets
on how the Directors have had regard to the matters set out regularly to discuss issues relating to Unilever sites in the
in Section 172 can be found on page 87. Further information UK. We recognise collective bargaining on a number of sites
on workforce engagement can also be found on page 89. and engage with employees via the Sourcing Unit Forum,
which includes national officer representation from the
three recognised trade unions. A European Works Council,
Related party transactions embracing employee and management representatives from
Transactions with related parties are conducted in accordance countries within Europe, has been in existence for several years
with agreed transfer pricing policies and include sales to joint and provides a forum for discussing issues that extend across
ventures and associates. Other than those disclosed in note 23 national boundaries. Further details on how the Board has
to the consolidated financial statements (and incorporated engaged with the workforce can be found on pages 89 to 90.
herein as above), there were no related party transactions that
were material to the Group or to the related parties concerned Equal Opportunities and Diversity:
that are required to be reported in 2022 up to 21 February 2023 Consistent with our Code of Business Principles, Unilever aims
(the latest practicable date for inclusion in this report). to ensure that applications for employment from everyone are
Corporate governance compliance given full and fair consideration and that everyone is given
access to training, development and career opportunities.
We conduct our operations in accordance with internationally Every effort is made to reskill and support employees who
accepted principles of good governance and best practice, become disabled while working within the Group.
while ensuring compliance with the corporate governance
requirements applicable in the countries in which we operate. United States
Unilever is subject to corporate governance requirements
(legislation, codes and/or standards) in the UK and the US and Unilever is listed on the New York Stock Exchange (NYSE).
in this section, we report on our compliance against these. As such, Unilever must comply with the requirements of US
legislation, regulations enacted under US securities laws
United Kingdom and the Listing Standards of the NYSE, that are applicable
to foreign private issuers, copies of which are available on
In 2022, Unilever has applied the principles and complied with their websites.
the provisions of the UK Corporate Governance Code. Further
We comply with the Listing Standards of the NYSE applicable
information on how Unilever has applied the five overarching
to foreign private issuers.
categories of principles can be found on the following pages –
(i) Board Leadership and Company Purpose: pages 27, 78, 85, We are required to disclose any significant ways in which our
88, 87, 90 and 102; (ii) Division of Responsibilities: pages 85 and corporate governance practices differ from those required
88; (iii) Composition, Succession and Evaluation: pages 88, 89, of US domestic companies listed on the NYSE. Our corporate
96 to 99; (iv) Audit, Risk and Internal Controls: pages 101 to 103; governance practices are primarily based on the requirements
and (v) Remuneration: pages 109 to 131. The UK Corporate of the UK Listing Rules and the UK Corporate Governance Code
Governance Code is available on the Financial Reporting but substantially conform to those required of US domestic
Council’s (FRC) website. companies listed on the NYSE. The only significant way in which
our corporate governance practices differ from those required
of US domestic companies under Section 303A Corporate
Governance Standards of the NYSE is that the NYSE rules
require that shareholders must be given the opportunity to
vote on all equity-compensation plans and material revisions
thereto, with certain limited exemptions. The UK Listing Rules
require shareholder approval of equity compensation plans Risk Management and Control:
only if new or treasury shares are issued for the purpose of
Following a review by the Disclosure Committee, Audit
satisfying obligations under the plan or if the plan is a long-
Committee and Board, the CEO and the CFO concluded that
term incentive plan in which a director may participate.
the design and operation of the Group’s disclosure controls
Amendments to plans approved by shareholders generally
and procedures, including those defined in the US Securities
only require approval if they are to the advantage of the plan
Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December
participants.
2022 were effective. Unilever is required by Section 404 of the
Attention is drawn to the Report of the Audit Committee US Sarbanes-Oxley Act of 2002 to report on the effectiveness of
on pages 100 to 104. In addition, further details about our its internal control over financial reporting. This requirement is
corporate governance are provided in the document entitled reported on within the section entitled ‘Management’s Report
'The Governance of Unilever’ which can be found on our on Internal Control over Financial Reporting’ on page 234.
website.
Pages 77 to 108 of the Annual Report and Accounts also form
All senior executives and senior financial officers have part of this Directors' Report.
declared their understanding of and compliance with
Unilever’s Code of Business Principles and the related Code
Policies. No waiver from any provision of the Code of Business
Principles or Code Policies was granted in 2022 to any of the
persons falling within the scope of the SEC requirements.
The Code of Business Principles and related Code Policies
are published on our website.
An integral part of
the Committee’s work
this year has been on
succession planning.
Nils Andersen
Chair of the Nominating and Corporate
Governance Committee
On behalf of the Board, I am pleased to present the Report A further focus of the Committee in 2022 was on diversity and
of the Nominating and Corporate Governance Committee for inclusion, both at Board level and in senior management.
the year ended 31 December 2022.
A diverse and inclusive workplace is a priority for the Board
The role of the Committee is vitally important in ensuring and Committee, and it underpins appointment and
that Unilever has a strong, diverse and high-performing Board recruitment processes at all levels in Unilever.
and executive leadership team, now and in the future. An
As at 31 December 2022, the Board was 38% female, exceeding
integral part of the Committee’s work this year has been on
the FTSE Women Leaders Review target of 33%. The Committee
succession planning, at both Board and senior management
is pleased that the Board has exceeded the Financial Conduct
level. In addition, the Committee has continued to monitor
Authority’s (the 'FCA') diversity targets published in April 2022
the changes brought about by the Compass Organisation,
in respect of a) at least one of the senior board positions
including related succession plans and initiatives to develop
(Chair, CEO, CFO or Senior Independent Director) being a
the talent pipeline.
woman; and b) at least one member of the board being from
2022 was a year of considerable change around the Board an ethnic minority background (excluding white ethnic groups
table for Unilever. Laura Cha and John Rishton stepped and as set out in the categories used by the Office for National
down from the Board at the Company’s AGM in May 2022, Statistics). Andrea Jung was appointed as the Company’s
each having served nine years on the Board. On behalf of Senior Independent Director on 5 May 2021, and the Board
the Committee, I would like to thank Laura and John for their has continued to exceed ethnicity targets set by the FCA and
service to Unilever. We welcomed two new independent Non- Parker Review for several years.
Executive Directors to the Board: Nelson Peltz in July 2022 and
We have a similarly diverse Unilever Leadership Executive as
Hein Schumacher in October 2022. Nelson brings extensive
shown on pages 82 – 83.
sector experience, which I am certain will provide additional
rigour and challenge, thereby enhancing the effectiveness The Committee will continue its work to reach the FCA target
of the Board. of at least 40% of the Board to be female and is committed
to making further progress on gender diversity at all levels
In September 2022, Alan Jope informed the Board of his
of the organisation.
decision to retire from Unilever at the end of 2023. Following
this news, the Committee oversaw an extensive global search As regards the Committee's other priorities for 2023, we will
process for Alan’s successor, further details of which are set continue to focus on Board succession planning, especially
out on page 97. as a number of independent Non-Executive Directors are
approaching nine years of service on the Board. The
Upon conclusion of this process, I am delighted that the
Committee will also continue to monitor the implementation
Committee was able to recommend to the Board the
and effectiveness of the Compass Organisation, and consider
appointment of Hein Schumacher as CEO, effective from
succession planning for the Unilever Leadership Executive.
1 July 2023. We believe that Hein is a dynamic, values-driven
business leader with a diverse background of experiences and I would like to thank the members of the Committee for their
an excellent track record of delivery in the global consumer continued commitment and contribution throughout the year.
goods industry. He has exceptional strategic capabilities,
proven operational effectiveness, and strong experience
in both developed and developing markets.
On behalf of the Committee, I would like to thank all members
of the Board for their active engagement in and contribution
Nils Andersen
to the process to appoint Hein as Alan's successor.
Chair of the Nominating and Corporate
Governance Committee
Committee members and attendance ■ assessed best practice guidelines and preferences of certain
institutional investors in relation to overboarding.
Attendance ■ reviewed the ULE succession plan and talent pipeline.
Nils Andersen Chair 4/4 ■ considered the impact of the Compass reorganisation and
Andrea Jung 4/4 the resultant change management issues.
Ruby Lu 4/4 ■ conducted annual reviews of the diversity policy applicable
Feike Sijbesma 4/4 to the Board and more widely, workforce engagement
Laura Cha (stepped down as Non-Executive
activities in the year and the plan for the following year,
Director 4 May 2022) 1/2 terms of reference for the Committee and the annual
workplan for the Committee.
The Chair of the Board, Nils Andersen, chairs the Nominating ■ considered the process and timetable for the externally
and Corporate Governance Committee and independent Non- facilitated Board evaluation and maintained oversight
Executive Directors, Andrea Jung, Ruby Lu and Feike Sijbesma of the process (see page 88 and 89 for further information
are members of the Committee. The Group Secretary is on the Board evaluation).
secretary to the Committee. Other attendees, including the ■ received updates on current and emerging corporate
CEO and the Chief Transformation Officer & Chief People governance legislation, regulation and best practice
Officer, attend the meetings when invited to do so.
guidelines including in relation to directors’ duties.
The table above shows attendance at meetings of the ■ considered the Committee’s draft report for inclusion
Committee in 2022. Attendance is expressed as the number of in the 2021 Annual Report and Accounts.
meetings attended out of the number eligible to be attended.
If Directors are unable to attend a meeting, they have the
opportunity beforehand to discuss any agenda items with the
Appointment and reappointment of Directors
Committee Chair. to the Board
All Directors (unless they are retiring) are nominated by the
Role of the Committee Board for election or re-election at the AGM each year on the
recommendation of the Committee. The Committee takes into
The Nominating and Corporate Governance Committee is
consideration the outcomes of the Chair's discussions with
primarily responsible for: each Director on individual performance and the evaluation
■ periodically assessing the structure, size and composition
of the Board and its Committees. Non-Executive Directors
of the Board; normally serve for a period of up to nine years. The schedule
■ evaluating the balance of skills, experience, independence, the Committee uses for orderly succession planning of Non-
diversity and knowledge on the Board; Executive Directors can be found on the Company’s website.
■ ongoing succession planning (including the development
On 4 May 2022, Laura Cha and John Rishton stepped down as
of a diverse pipeline for succession);
Non-Executive Directors of the Company, each having served
■ drawing up selection criteria and appointment procedures
almost nine years on the Board. The Committee proposed the
for Directors; reappointment of all other Directors and the Directors were
■ reviewing the feedback in respect of the role and functioning appointed by shareholders by a simple majority vote at the
of the Board Committees arising from Board and Board 2022 AGM. During the year, the Committee considered and
Committee evaluations; recommended to the Board that Nelson Peltz and Hein
■ periodically reviewing and assessing Unilever’s practices Schumacher be appointed to the Board as independent
and procedures in relation to workforce engagement; and Non-Executive Directors. These appointments were effective
■ considering current and developing corporate governance
20 July 2022 and 4 October 2022 respectively and both will be
matters, which it brings to the attention of the Board where nominated for election at the Company’s AGM in May 2023.
deemed necessary. When considering the appointment of Mr Peltz, the Committee
paid particular focus to his position as chief executive and
The Committee’s terms of reference are set out in the
founding partner of Trian Fund Management, LP, an
Governance of Unilever, which can be found on the Company’s
investment management firm that manages funds which hold
website.
interests in approximately 1.5% of Unilever’s issued share
capital. The Committee and subsequently the Board concluded
Activities of the Committee that Mr Peltz’s existing relationship with Trian was not an
impediment to determining his independence on appointment
During the year, the Committee met on four occasions and its
to the Board.
key areas of focus included:
■ review of the composition of the Board and its Committees The Committee also reviews the composition of the Board
taking into account the experience, skills, knowledge, Committees. During the year, the Committee recommended
diversity and attributes of the Directors and the length of that Adrian Hennah be appointed Chair of the Audit
Committee and Nelson Peltz be appointed a member of the
tenure of the Non-Executive Directors resulting in a refreshed
Compensation Committee.
view of the Board succession plan.
■ appointed Russell Reynolds to support the Committee in the During the year, Alan Jope confirmed he intended to step
search for an additional Non-Executive Director, culminating down from the Board as Director and CEO by the end of 2023.
in the appointment of Hein Schumacher, and to identify The Committee appointed Russell Reynolds to assist it to
suitable candidates for the role of CEO. identify suitable candidates for the position of CEO. Russell
■ recommended to the Board that Nelson Peltz be appointed
Reynolds is an independent executive search firm which
has undertaken several executive, non-executive and
to the Board as a Non-Executive Director.
management searches for the Group. Russell Reynolds do not
■ following a review of the performance of the Directors and,
have any connection to or provide any other services to the
where relevant their independence, the Committee Directors or the Group except for normal course recruitment
recommended the election and re-election of all Directors. processes. In January 2023, Unilever announced the
Nils Judith Adrian Alan Andrea Susan Ruby Strive Youngme Nelson Graeme Hein Feike
Andersen Hartmann Hennah Jope Jung Kilsby Lu Masiyiwa Moon Peltz Pitkethly Schumacher Sijbesma
• • • • • • • • • • • •
Leadership
of complex
global entities
Broad Board
experience • • • • • • • • • • • • •
Geo-political
exposure • • • • • • • • • • •
Financial
expertise • • • • • • • • • •
• • • • • • • • • • •
FMCG/
consumer
insights
Emerging
markets • • • • • • • • • • • • •
Digital
insights • • •
Marketing
and sales • • • • •
• • •
Investment
banking and
transactions
• • • • •
Science, tech-
nology and
innovation
• • • • • • • •
Purposeful
business and
sustainability
HR and remu-
neration in
international • • • • • • • • •
firms
Unilever has taken the decision to comply with the FCA Listing We collect both gender and ethnicity data direct from
Rules and Disclosure Guidance and Transparency Rules Board members annually on a self-identifying basis in a
(Diversity and Inclusion) Instrument 2022 ahead of April 2022. questionnaire. This data is used for statistical reporting
As shown in the tables set out below, as at 31 December 2022, purposes and provided with consent. Board members are
we have 38% female Board members against the target of 40%. asked to identify their gender and ethnicity based on the
We continue to review this following the retirement of a female categories set out in the tables below.
Board member at the 2022 AGM. However, the position of
Senior Independent Director is held by a female and at least
one Board member is from a minority ethnic background.
Nils Andersen
Chair of the Nominating and Corporate
Governance Committee
Andrea Jung
Ruby Lu
Feike Sijbesma
On behalf of the Audit Committee, I am pleased to present One of our priorities this year was to undertake an audit tender
the Committee’s report for the year ended 31 December 2022. process to identify the most appropriate external audit firm
post 2024. We ran a thorough and competitive process in the
In 2022, the previous Chair of the Committee, John Rishton first half of 2022 and propose to retain KPMG as Group
retired from the Board at the AGM on 4 May 2022. We also Auditors subject to AGM approval.
welcomed Hein Schumacher to the Committee. His insights
and experiences, especially in the global consumer goods In addition to the formal meetings the Committee members
industry, are valuable additions to our Committee. have been engaging with the business through market visits
and during the year visited USA, India, Indonesia and Vietnam.
The Committee believes it has carried out its duties effectively
throughout the year and to a high standard, providing For 2023, we will continue to focus on the work that is being
independent oversight. It has had good support from undertaken to mitigate our cyber security risks and will be
management and the internal audit team. reviewing our cyber security controls against the National
Institute of Standards and Technology (NIST) framework.
The core of the work of the Committee has been to ensure the We will also continue to engage on non-financial reporting
integrity of Unilever’s financial reporting, and the adequacy of matters especially in the area of sustainability. Other areas
its internal control and to oversee how the company manages of focus will include deep dives on data privacy, supply chain
its principal and emerging risks and its approach to risk resilience and implementation of future regulatory changes
appetite and mitigation. such as the Audit & Assurance Policy.
In the area of risk management, we focused this year on cyber
security, supply chain resilience, business transformation
and data privacy. We also met with management to discuss
emerging developments in international taxation, pensions,
sustainability reporting and the changes in reporting arising
from the Compass reorganisation. Adrian Hennah
Chair of the Audit Committee
We also spent considerable time keeping ourselves updated
on the changing regulatory requirements on sustainability and
as part of this we reviewed the Annual Progress Report against
the Climate Transition Action Plan and the Task Force on
Climate-related Financial Disclosures. The Committee also
reviewed all significant ethical and compliance matters.
Committee membership and attendance All relevant matters arising are brought to the attention
of the Board.
Attendance
In order to help the Committee meet its oversight
Adrian Hennah Chair 8/8 responsibilities, each year management organise knowledge
Judith Hartmann 8/8 sessions for the Committee on subject areas within its remit.
Susan Kilsby 8/8 In 2022, sessions were held to review the impact of cost
Hein Schumacher 2/2 inflation, sustainability reporting and M&A plans. In addition,
Committee members visited the local businesses in the US,
The Audit Committee is comprised only of independent Non- India, Indonesia and Vietnam providing them with an insight
Executive Directors with a minimum requirement of three such into local market challenges and local risk and control
members. The Audit Committee was chaired by John Rishton management.
until the AGM on 4 May 2022 at which time he was succeeded The Committee also received presentations from management
by Adrian Hennah. The other Committee members are Judith and discussions on the business's risk management activities,
Hartmann, Susan Kilsby and Hein Schumacher, the latter the preparation of the financial statements, the overall control
having been appointed to the Board and the Audit Committee environment, and the operation of the financial reporting
on 4 October 2022. controls. Special focus has been given to critical IT systems and
The Board is satisfied that the members of the Audit cyber security, data privacy, major transformation projects,
Committee are competent in financial matters and have management of manufacturing third parties as well as
recent and relevant experience. For the purposes of the US management of third-party service providers. In addition, the
Sarbanes-Oxley Act of 2002, Adrian Hennah is the Audit Committee has had engagements with management with
Committee’s financial expert. regard to their assurance work on sustainability as well as the
work done in the areas of tax, treasury and pension matters.
Other attendees at Committee meetings included the Chief
Financial Officer (CFO), Chief Auditor, Deputy CFO & Controller,
Chief Legal Officer & Group Secretary, Head of Secretariat,
Reporting and Financial Statements
EVP Sustainable Business Performance and Reporting and The Committee reviewed, prior to publication, the quarterly
the external auditors. Throughout the year, the Committee financial press releases together with the associated internal
members met periodically without others present and also quarterly reports from the Chief Financial Officer and the
held separate private sessions with the Chief Financial Officer, Disclosure Committee and, with respect to the full-year results,
Chief Auditor and the external auditors, allowing the the external auditor’s report. It also reviewed the Annual
Committee to discuss issues in more detail. Report and Accounts and the Annual Report on Form 20-F 2022.
There were eight scheduled meetings of the Committee during These reviews incorporated the accounting policies and
the year and one additional ad hoc meeting was convened. significant judgements and estimates underpinning the
Attendance at the scheduled meetings is shown above. financial statements as disclosed within note 1 on page 154.
Particular attention was paid to the following significant
Role of the Committee matters in relation to the financial statements:
■ indirect tax provisions and contingent liabilities, refer to
The role and responsibilities of the Audit Committee are set
notes 19 and 20 on page 197. The Committee agreed that
out in written terms of reference which are reviewed annually
by the Committee, taking into account relevant legislation, the tax provisions and judgements around the likelihood as
and recommended good practice. The terms of reference well as the disclosures are appropriate in the Annual Report
are contained within ‘The Governance of Unilever’ which is and Accounts;
available on our website. ■ revenue recognition – the Committee reviewed the
During the year, the US SEC reviewed the Unilever Annual dividend proposals.
Report on Form 20-F 2021 and the UK Financial Reporting
Council (FRC) reviewed the climate disclosures, including The Committee reviewed the application of the requirements
the TCFD disclosures, contained within that same report. The under Section 404 of the US Sarbanes-Oxley Act of 2002 with
SEC had one question with reference to a specific disclosure. respect to internal controls over financial reporting.
Unilever responded to this query and the Committee reviewed In fulfilling its oversight responsibilities in relation to risk
the response letters. No changes to the disclosures were management and internal control, the Committee met
needed and this enquiry has been formally closed by the regularly with senior members of management and is satisfied
SEC. The FRC did not have any questions that required a with the key judgements taken.
response but made a few observations. We have taken these
observations into consideration in determining this year’s The Committee has completed its review for 2022 on both risk
climate disclosures. management and internal control and was satisfied that the
process had worked effectively and where specific areas for
improvement were identified, there was adequate mitigation
or alternative controls and that processes were under way
to ensure sustainable improvements. An area of focus
has been to ensure that the controls impacted by the
transformation programmes are appropriately designed
and are being implemented effectively. Through its review,
it also ensured that appropriate procedures are in place for
the detection and prevention of fraud.
The Committee continued to prepare for legislative or Audit of the annual accounts
regulatory changes and noted that the Department for
Business, Energy and Industrial Strategy (BEIS) published its KPMG, Unilever’s external auditors and an independent
response to reform corporate governance and audit in the UK. registered public accounting firm, reported in depth to the
The Audit and Assurance Policy and Fraud Risk Assessment Committee on the scope and outcome of the annual audit,
requirements will be a focus for the Committee in 2023. including their audit of internal controls over financial
reporting as required by Section 404 of the US Sarbanes-Oxley
Act of 2002. Their reports included audit and accounting
Internal Audit matters, governance and control, and accounting
The Committee reviewed internal audit’s plan which is focused developments.
on Unilever’s risk areas including sustainability, cyber security, The Committee held independent meetings with the external
data privacy, financial control processes, product safety and auditors during the year and reviewed, agreed, discussed, and
supply chain resilience. The Committee ensured the necessary challenged their audit plan, including the materiality applied,
resources were in place to perform the audits effectively. The scope and assessment of the financial reporting risk profile of
plan was adjusted in consultation with the Committee to the Group.
reflect the changes in the risk profile of the organisation post
the Compass Organisation announcement. The Committee discussed the views and conclusions of KPMG
regarding management’s treatment of significant transactions
The Committee reviewed quarterly and year-end summary and areas of judgement during the year. The Committee
reports which included the results of audit activities and considered these and is satisfied with the treatment in the
completion status of agreed actions. During the year, the financial statements.
Chief Auditor and his team undertook business visits in person,
in particular in a number of the Group's more volatile markets.
Most audits have been conducted as hybrid (combination of External Auditors
virtual and physical). KPMG has been the Group’s auditors since 2014 and
An independent effectiveness review of the function was shareholders approved their reappointment as the Group’s
performed by Deloitte LLP in accordance with the Global external auditors at the 2022 AGM. On the recommendation
Institute of Internal Auditors’ International Professional of the Committee, the Directors will be proposing the
Practices framework (IPPF) at the request of the Committee. reappointment of KPMG at the AGM in May 2023.
The review concluded that the function operated in The Committee confirms that the Group is in compliance with
accordance with the IPPF framework. The function was seen The Statutory Audit Services for Large Companies Market
as ‘matured’ and as having demonstrated consistent leading Investigation (Mandatory Use of Competitive Tender Processes
practice. and Audit Committee Responsibilities) Order 2014, which
The Committee also evaluated the effectiveness and requires Unilever to tender the audit every ten years. During
performance of the internal audit function by way of a 2022, we ran an extensive, competitive audit tender process
questionnaire. The feedback was reviewed and the Committee with respect to the audit for the financial year ending
was satisfied with the effectiveness of the internal audit 31 December 2024. In our Q2 2022 Results Announcement, the
function. During the year, the Committee also met Board of Unilever announced its intention to reappoint KPMG
independently with the Chief Auditor and discussed the as the Group’s external auditor for the financial year ending
results of the audits performed and any additional insights 31 December 2024, subject to shareholder approval at the
obtained from the Chief Auditor. 2024 AGM.
The decision to reappoint KPMG was unanimously
recommended by the Committee and was approved by the
Board of Unilever. Our decision to reappoint KPMG was based
on their performance during the tender process across a
comprehensive set of criteria and our satisfaction with their
effectiveness as our current auditor.
Both Unilever and KPMG have safeguards in place to avoid
the possibility that the external auditors’ objectivity and
independence could be compromised, such as audit partner
rotation and the restriction on non-audit services that the
external auditors can perform as described below. KPMG has
issued a formal letter to the Committee outlining the general
procedures to safeguard independence and objectivity,
disclosing the relationship with the Company, and confirming
their audit independence.
Each year, the Committee assesses the effectiveness of the
external audit process which includes discussing feedback
from the members of the Committee and stakeholders at all
levels across Unilever. Interviews are also held with key senior
management within both Unilever and KPMG.
The Committee also reviewed the statutory audit, other audit Evaluation of the Committee
and non-audit services provided by KPMG and compliance with
Unilever’s documented approach, which prescribes in detail The Committee carried out an assessment of its effectiveness
and performance in the year. The process was overseen by the
the types of engagements, listed below, for which the external
Chief Legal Officer & Group Secretary.
auditors can be used:
■ statutory audit services, including audit of subsidiaries; The Committee considered the output from that process at its
■ other audit services – audits that are not required by law meeting in January 2023. Feedback was also provided to the
or regulation; and Board as part of its evaluation of the overall effectiveness of
■ non-audit services – work that our external auditors are best
the Board. The Committee concluded that it is performing
placed to undertake, which may include: effectively and will remain focused on internal control and
external reporting. The area of evolving ESG reporting
■ services required by law or regulation to be performed by
requirements will continue to receive attention by the
the audit firm; and
Committee.
■ services where knowledge obtained during the audit is
As a Committee, we
guide Unilever’s strategy
on sustainability,
from climate change
and plastics, to living
wage and human rights.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
2022 was a year with unprecedented challenges for both And, as I have come to expect from Unilever, I have continually
the world and Unilever. For the Corporate Responsibility been impressed with the support of Unilever’s people – from
Committee (CRC), it has been a tough but fulfilling year, the work to support Ukrainian colleagues, to continuous Covid
supporting the Board and Unilever to navigate continued management and the deployment of new digital health and
Covid lockdowns in parts of the world, the war in Ukraine, wellbeing tools. As a Committee, we guide Unilever’s strategy
and gridlock in the global commodity supply chain, to name on sustainability, from climate change to plastics to living
just a few challenges. wage and human rights.
As Chair of the CRC, I continue to be impressed with the 2023 is critical for the delivery of the Unilever Compass
perseverance of Unilever’s leadership to be a global leader sustainability commitments, especially as some of them have
in sustainable business and demonstrate that a purpose-led, reached or are approaching their target date. The CRC is
future-fit business model can deliver consistent, superior looking forward to reviewing the Business Group and Compass
performance. pillar strategies and how Unilever will deliver sustainability
while also growing the business. Furthermore, the CRC will
The new Compass Organisation has shown us how the
continue its oversight of Unilever’s reputation and review
Business Groups, with the support from Unilever’s Business
developments in external sustainability reporting regulations.
Operations and Corporate Centre, are now best positioned to
I am confident that Unilever’s leadership and clear governance
deliver the stretching Compass sustainability commitments
framework will ensure the business is well equipped to
and respond to consumer demands, whilst retaining the
respond accordingly.
utmost commitment to business integrity and minimising risk.
With the Unilever Compass remaining as the leading principle, The Committee thanks our people for their continued
the business is building a stronger and more resilient future. hard work and dedication to Unilever and the delivery of
sustainable growth. I look forward to further candid and
The CRC has responsibility for the oversight of Unilever’s
constructive meetings with my fellow Committee members
conduct regarding its corporate and societal obligations, its
in 2023.
reputation as a responsible corporate citizen and its culture.
Accordingly, this year we reviewed several positive and
progressive policies, such as updates to the Responsible
Partner Policy (RPP) – a policy which outlines the commitment
to responsible business with respect for human rights as its
foundation. We worked closely with the ULE to ensure that the
Strive Masiyiwa
dispute with the Ben & Jerry's independent board was amicably
Chair of the Corporate Responsibility Committee
resolved in a manner that reflects our ongoing commitment to
this iconic Unilever brand. We reviewed Unilever's performance
against the Sustainability Progress Index, one of the
performance measures for our long-term incentive plans.
Committee members and attendance During 2022, the Committee reviewed its terms of reference
and agreed that minor modifications were required to reflect
Attendance the new Compass Organisation.
Strive Masiyiwa Chair 3/4 The Committee’s terms of reference are set out at:
Youngme Moon 4/4 www.unilever.com/corporategovernance
Feike Sijbesma 4/4
During the year, the Committee also addressed a range
of other strategic and current issues, including the war in
This table shows the membership of the Committee together
Ukraine, occupational health, Unilever's Global Domestic
with their attendance at meetings during 2022. If Directors
Violence and Abuse Policy, and human rights.
are unable to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with the Committee
Chair. Attendance is expressed as the number of meetings How the Committee has discharged its
attended out of the number eligible to be attended. responsibilities
The Corporate Responsibility Committee comprises three Non- In 2022, the Committee’s principal activities were as follows:
Executive Directors: Strive Masiyiwa (Chair), Youngme Moon
and Feike Sijbesma.
Code of Business Principles
The Chair was unable to attend one of the meetings of the
Committee due to an existing commitment. On this occasion, The Code and associated Code Policies set out the standards
Youngme Moon chaired the meeting. of conduct expected of all Unilever employees in their business
endeavours. Compliance with these standards is an essential
The Chief Research & Development Officer, the Chief element in ensuring Unilever’s continued business success, as
Sustainability Officer and the Chief Business Integrity Officer any breach is identified as an ethical, legal, and regulatory risk
attend the Committee’s meetings. The Chief Legal Officer and to the business, see page 74.
Group Secretary may also join the Committee’s discussions.
The Corporate Responsibility Committee is also responsible
for oversight of the Code and Code Policies, ensuring that
Role of the Committee they remain fit for purpose and are appropriately applied.
The Corporate Responsibility Committee oversees Unilever’s It maintains scrutiny of the mechanisms for implementing the
conduct as a responsible global business. Core to this remit is Code and Code Policies. This is vital as compliance is essential
its governance of progress on Unilever’s sustainability agenda, to promote and protect Unilever’s values and standards, and
as set out in the Company’s integrated business strategy, hence the good reputation of the Group.
the Unilever Compass, see page 4 and 5. Part of this At each meeting, the Committee reviews an analysis of
responsibility is reviewing and managing sustainability- investigations into non-compliance with the Code and Code
related risks, opportunities and trends material to Unilever. Policies and discusses any trends arising from these
The Committee also provides reviews and recommendations investigations.
to the Board in relation to the Climate Transition Action Plan
(CTAP) which sets out the actions we will take to decarbonise The Committee also considers litigation and regulatory
our business and deliver our net zero goal. matters which may have a reputational impact and reviews
a summary of any significant developments at each meeting.
The Committee is charged with ensuring that Unilever’s These matters include increasing anti-bribery and corruption
reputation is protected and enhanced, so it must consider the measures, and competition law compliance.
Company’s influence and impact on stakeholders. Central to
this is the need to identify any external developments that are In 2022, human rights continued to be a focus for the
likely to impact Unilever’s corporate reputation, and to ensure Committee’s Code oversight. Members noted that regular
that appropriate and effective communication policies are dialogue at Board level on human rights and due diligence
in place to support this. The Committee also oversees safety, is critical.
security and wellbeing alongside Unilever’s Code of Business
Principles and third-party compliance, ensuring that both Principles and standards for third parties
Unilever’s direct employees and those working within the
Extending Unilever’s values to third parties is essential if
Company’s value chain comply with the expected standards
Unilever is to generate responsible growth and a positive
of conduct.
social impact on the industry and wider society.
The Committee’s discussions are informed by the experience
A lack of third-party compliance can pose a risk to the
of the Unilever Leadership Executive which is accountable for
business, so the Committee rigorously examines Unilever’s
driving responsible and sustainable growth through Unilever’s
compliance programmes to minimise risks.
operations, value chain and brands. Senior leaders are invited
to the Committee to share their perspectives and insights on At each meeting, the Committee tracks compliance with
key issues and external developments. These are then used for Unilever’s Responsible Sourcing Policy (RSP) for suppliers and
formal feedback to the Board. its Responsible Business Partner Policy (RBPP) for customers
and distributors. Together they set out Unilever’s requirements
Complementing the Committee’s role, the Audit Committee
that third parties conduct business with integrity and respect
is responsible for reviewing the independent assurance
for human rights and core labour principles. In December 2022,
programme of Unilever’s sustainability commitments within
the Responsible Partner Policy (RPP) came into effect, replacing
the Unilever Compass, and significant breaches of the Code
both the RSP and RBPP, and this recognises the evolving
of Business Principles.
demands of society and our planet, while simplifying our
approach with one policy. The Committee's focus will therefore
be on the RPP going forward.
Safety and security Our raw materials and packaging materials are the biggest
source of Unilever emissions. Tackling packaging waste and
Safety, Health and Environment (SHE) are key priorities at eliminating single-use plastic, including sachets, continue to
Unilever. be high priorities for the business and society. Unilever’s goals
This year, despite the reduced level of global infections, the include using more recycled and less virgin plastic, improving
pandemic has continued to cause disruption. The Committee the recyclability of plastic and exploring alternative materials
remained focused on the resilience of our people and for our packaging.
business, which required continued modernisation of Whilst sachets can ensure essential products reach low-
Unilever’s health services delivery. The Committee commended income households, the Committee highlighted that they
the actions taken by the business to support employees’ create a significant environmental and regulatory risk. The
health and wellbeing. In addition, the Committee oversaw Committee also acknowledged progress on the issue but
Unilever’s digital transformation which included the move recognised the considerable challenges involved in
to the Cority electronic medical record (EMR) platform for abandoning the use of sachets.
Unilever clinical staff caring for our people and the continued
roll out of digital health and wellbeing solutions that provide
Commercialising sustainability
24/7 tools and resources for improving the physical and
mental health of our people. Over the past decade, we have witnessed demands for
Unilever remained focused on promoting a safety-first culture. corporate and brand action to preserve our planet and
Our employee-only TRFR was 0.66 accidents per million hours improve livelihoods for the people we touch as a business. The
worked (1 October 2021 to 30 September 2022) versus 0.55 Unilever Compass is founded on the belief that sustainable
in 2021, returning to pre-pandemic levels as more normal business is a core driver for superior financial performance.
operations have resumed. In November 2021, we very sadly Each Business Group has set out a strategy to deliver superior
lost one employee at one of our tea estates in Kenya. results through sustainable operations. In 2022, the
The Committee also examined Unilever’s approach to security. Committee conducted deep dives of Home Care’s Clean
As a global business, Unilever operates in many countries, Future and Nutrition’s Future Foods strategies.
some of which suffer from limited rule of law, or social and Clean Future, Home Care’s innovation programme, seeks to
political unrest. In addition, cyber threats continue to increase. pioneer superior cleaning products that are also kinder to the
The Committee recognised volatility in global politics as a planet. We seek to address our carbon footprint both in the
cause for concern with the increasing risk of individuals or manufacture of products and in the usage by consumers. We
groups targeting Unilever. Members stayed abreast of growing also make our formulations biodegradable, minimise the use
global insecurity as Unilever experienced the operational of virgin plastics, and avoid animal testing. The Committee
impact of a rise in fragile states, with diminished capacity for supported Clean Future’s strategic focus on innovation and
external shocks or internal challenges. Increased insecurity recommended the team continues to focus on new ways to
also stretches national policing and impacts local economic engage consumers.
confidence, encouraging local criminality to expand their Boldly Healthier is Nutrition’s plan for people and planet which
illegal operations. The business continues to upgrade its is supported by quantitative ‘Future Foods’ commitments. This
resilience programmes to protect its people and assets. includes more plant-based, more positive nutrition, less salt,
In 2022, the war in Ukraine and its impact on colleagues and sugar and calories, as well as less food waste. Members were
operations has been a key focal point. Unilever’s response was briefed on constructive engagements with ShareAction, and
to firstly prioritise the safety of our people in Ukraine, secondly in addition to overall support for the Future Foods strategy,
to ensure the continuity of business operations and thirdly to the Committee encouraged Unilever to consider technology
protect the Company’s reputation. The Committee monitored and portfolio changes to move not just to 'healthier' but also
Unilever’s response from the perspective of employee to 'healthy'.
wellbeing as well as reputational and operational aspects,
and commended Unilever’s approach in placing the safety Diversity and inclusion
of our people first.
Domestic abuse can have a significant impact on victims’ and
Improving the health of the planet survivors’ working lives. Supporting victims of domestic abuse
in the workplace is a social justice, equality and health and
The effects of climate change and nature loss are becoming safety issue. When victims are supported, it will improve
ever more apparent and increasingly urgent. In May 2021, workplace relations, enhance wellbeing at work, retain
Unilever put a non-binding advisory vote to its shareholders workers, reduce absence, and increase motivation and
on its Climate Transition Action Plan (CTAP), see page 35 to 41. performance.
The CTAP sets out Unilever’s climate targets and the actions
required to reduce emissions in the business. The Corporate Unilever launched its Global Domestic Violence and Abuse
Responsibility Committee is responsible for overseeing CTAP Policy in March 2021. Since then, further enhancements
progress. In 2022, the Committee reviewed and approved the have been made to the policy to reflect the feedback from
plan to include the annual CTAP progress report within the employees. These include both those who have accessed
Annual Report and Accounts each year. the policy or have been impacted personally by domestic
violence and abuse. The Corporate Responsibility Committee
requested notification of the work carried out in this area and
recommended action to promote the visibility of the policy.
Protecting and enhancing Unilever’s reputation Eight equally weighted KPIs comprise the 2021 SPI evaluation,
with one target from each of the pillars which underpin the
Ensuring its good reputation is vital to Unilever’s ongoing strategic actions of the Unilever Compass representing the
success. As activism rises, commentary on issues such as business’s wider progress across the Compass pillars. In
single-use plastic and nutrition profiles becomes more rapidly making their rounded assessment, the Committees review
widespread than ever before, whilst social media continues to both qualitative and quantitative progress across multiple
amplify and accelerate issues. elements of the respective Compass pillar ambition, and
As the Committee charged with overseeing Unilever’s delivery against the respective anchor KPI.
reputation, it has scrutinised the processes for managing and Following an in-depth discussion of the SPI, the Corporate
advising on salient issues that present material risks to the Responsibility Committee agreed on a performance rating
perception of the business. These processes are defined within which was endorsed by the Compensation Committee. This
a clear governance framework and have been enhanced with joint assessment forms part of the Compensation Committee’s
more sophisticated forecasting techniques. Furthermore, overall recommendation on the SPI outcome (see page 117).
tracking and measurement tools evaluate potential issues
and enhance training.
Evaluation of the Corporate Responsibility
Management Co-Investment Plan Committee
Unilever’s Reward Framework includes the Management As part of the internal Board evaluation carried out in 2022,
Co-Investment Plan (MCIP) and Performance Share Plan (PSP). the Board evaluated the performance of the Committee.
These are long-term incentive plans that are linked to financial The Committee also carried out an assessment of its own
performance, as well as performance against sustainability performance in 2022 and concluded that it was working
targets in the Unilever Compass, (see page118). effectively.
On behalf of the Compensation Committee, I am pleased to Incentive outcomes and wider stakeholder
present Unilever’s Directors’ Remuneration Report (DRR) 2022. considerations
In the sections below, I set out the Compensation Committee’s
activities in 2022, including a summary of Unilever’s business
2022 annual bonus
performance in 2022 and how it links to key remuneration
outcomes for the year. Under the formulaic outcomes, a bonus of 133% of target
opportunity was determined for both the CEO Alan Jope
Business performance and remuneration (resulting in a bonus of 200% of fixed pay against a target
of 150%), and the CFO Graeme Pitkethly (resulting in a bonus
Unilever delivered a year of strong growth in challenging of 160% of fixed pay against a target of 120%), as detailed in
macroeconomic conditions. the chart on page 116.
Underlying sales growth (USG) stepped up to 9.0% in 2022, led After careful consideration, the Committee decided neither to
by pricing, in the face of significant input cost inflation across change the targets in response to volatile business conditions
our markets. Full year underlying price growth was 11.3%, nor to exercise discretion on the formulaic outcome, which will
which had, as expected, some negative impact on volumes, set the global bonus pool for all eligible Unilever employees.
which declined by 2.1%. Our growth priority was recognised by upweighting USG to 50%
Underlying operating margin (UOM) declined by 230bps within the 2022 annual bonus performance measures. The
to 16.1%, slightly ahead of target of 16.0%. Committee considered the formulaic outcome was justified in
2022. Strong sales growth was delivered in challenging
Free cash flow (FCF) delivery was €5.5bn (€5.2bn including macroeconomic conditions as we navigated through a high
€0.3bn tax paid on the separation of the global Tea business). cost inflation environment, and successfully balanced price
It was down from 2021 due to increases in capital expenditure growth, and volume only modestly down by 2.1%. USG was
and working capital, notably inventory. driven by disciplined pricing action and was broad-based
across each of our five Business Groups, led by strong
Underlying earnings per share (EPS) decreased by 2.1% to
performances from our billion+ Euro brands.
€2.57.
Under the Remuneration Policy, 50% of the net bonus award
Underlying return on invested capital (ROIC) was 16.0%,
will be deferred in shares for three years.
compared to 17.2% in the prior year. This was mainly due to
increased goodwill and intangibles, driven by Paula's Choice
and Nutrafol acquisitions and a currency impact. 2019-2022 Management Co-Investment Plan (MCIP)
We are making good progress against our Compass The formulaic outcome for the 2019-2022 MCIP was 70% of
sustainability commitments. As a result, we achieved an target. This outcome is detailed in the chart on page 117,
outcome of 126% for the Sustainability Progress Index (SPI), and corresponds to a vesting of 35% of maximum for our
as detailed on page 118. two Executive Directors.
Similarly to the annual bonus, based on overall financial
performance as well as a holistic review of performance over
the four-year vesting period, no discretion was applied to the
MCIP vesting in 2022 for the Executive Directors and members
of the Unilever Leadership Executive (ULE).
When considering outcomes for the wider workforce, the
Committee decided to exercise discretion to the MCIP
2019-2022 payout outcome to all eligible employees below
ULE due to the impact of Covid and input cost inflation.
The discretion was an adjustment of +10% to the formulaic
outcome, resulting in an adjustment of +7% of payout, to 77%.
Wider stakeholder considerations As part of the fixed pay review, the Committee conducted an
(a)
evaluation of the CFO package against external market data
When considering the annual bonus and MCIP outcomes,
in the second half of 2022, which shows the CFO is currently
the Committee carefully took into account the experiences
positioned lower than the Committee consider to be
of our wider stakeholders in order to ensure that outcomes
appropriate given the individual’s skills, experience and
were aligned.
performance.
In particular, our decision not to amend targets mid-year
Following the fixed pay review and taking into account
despite extreme volatility and uncertainty was taken to
Company performance as well as the importance of retaining
ensure that employees and Executive Directors are treated
the CFO during the transition to a new CEO, the Board
commensurately with the interests of our shareholders.
approved the Committee’s recommendation of a fixed pay
The outcome of 133% of target for annual bonus is above
increase for the CFO of 6% to €1,246,262, effective from
expectations, but the outcome of 70% of target for MCIP is
1 January 2023. This is in line with the average increase
below our expectations. However, the Committee believes
awarded to the wider Unilever workforce in 2022.
these outcomes represent the performance delivered to
shareholders in challenging trading circumstances. (a) Our benchmarking peer group consists of other global companies of a similar
financial size and complexity to Unilever and is set out in full in the
Remuneration Policy.
Our Remuneration Policy for 2022
The Remuneration Policy was approved at the AGM on 5 May
Non-Executive Director fees
2021 and is available on our website ('the Remuneration Non-Executive Director fees have not been increased for
Policy'). three years despite increasing complexity, time commitment
Unilever's remuneration arrangements are aligned to its and required skills related to the role. As set out in last year’s
culture of rewarding performance through annual bonus and DRR, the Committee therefore reviewed the Non-Executive
long-term incentive performance measures and remuneration Director fees in 2022 which shows that the fee levels for some
is determined throughout Unilever based on the same roles are below the benchmark of market median rates for UK
principles as for the Executive Directors, as set out in the FTSE 30 companies. Therefore, the Board approved increases
Remuneration Policy. to the Non-Executive Director fees for 2023, as outlined on
page 124.
Executive Director changes
Engaging with shareholders
Alan Jope will step down as CEO and Executive Director with
effect from 1 July 2023 and will retire from employment on I continued my dialogue with investors in 2022, including
31 December 2023. He will continue to be paid in line discussions on the topic of remuneration. In particular,
with the Remuneration Policy until his retirement. On this basis, investors have been interested to understand how
Alan remains eligible to receive a bonus in respect of 2023, Environmental, Social and Governance factors are taken into
payable in March 2024 based on Company performance and account in Unilever's remuneration arrangements. I was able
will participate in the PSP 2023-2025 on a pro-rated basis. to reiterate that the SPI has been an established feature of
Further details of Alan’s leaving arrangements are set out our long-term incentive (LTI) scheme since it was introduced
on page 124. in 2017 and continues to support our vision to be the global
leader in sustainable business and the importance of
As announced on 30 January 2023, Hein Schumacher will begin sustainability KPIs in driving business performance. See
employment with Unilever on 1 June 2023 as CEO Designate page 85 of the 2021 Annual Report and Accounts and the
and Executive Director and become CEO effective 1 July 2023. remuneration topics section of our website for further
Hein's fixed pay has been set at €1,850,000 with annual bonus information on the SPI.
and PSP opportunity in line with our Remuneration Policy
each of which for 2023 will be pro-rated to reflect his period I look forward to further engagement with shareholders in
of employment. The Committee believes that the current 2023 as Unilever prepares to renew its Remuneration Policy.
positioning of the package given Unilever’s global scale, The Committee is committed to ensuring that remuneration
complexity and market capitalisation represents an performance measures for Executive Directors align with the
acceptable balance in view of various considerations, such interests of investors.
as competitive external market pay rates across Unilever’s
peer group and Hein's skills and experience. Engaging with employees
In line with Unilever’s International Mobility policies, Hein As previously reported, the Board shares the responsibility for
will receive a relocation allowance to support his move to workforce engagement among all Non-Executive Directors
the UK (including housing costs) for a period of 24 months. to ensure that all Directors have a collective responsibility
Hein will also be granted share awards to compensate him for for bringing employee views into relevant Board discussion.
cash incentives from his previous employer that he will forfeit We continued these engagements in 2022, see page 89 for
due to commencing employment with Unilever. Further details a summary of the discussions that took place.
of Hein's joining arrangements are set out on page 123.
In November 2022, the Chair of the Board, along with the CEO,
attended a virtual town hall meeting open to all employees
Executive Director fixed pay increases globally. This was an opportunity for employees to ask
As set out in last year’s DRR, we did not conduct a fixed pay questions, including in relation to Unilever’s approach to
review for the Executive Directors in the first half of 2022, and remuneration. The Chair and the CEO shared that Unilever's
we planned to undertake such a review in the second half of intention is to provide competitive pay and reward high
2022. Given the announcement of the CEO to retire at the end performance. Unilever's approach to remuneration is intended
of 2023, the Committee decided not to further review his fixed to foster a healthy culture and incentivise employees to take
pay for 2022 or 2023. Therefore, the fixed pay review was action and be judged by their performance. This means the
limited to the CFO and took into account salary increases better Unilever performs, the higher the opportunity for
awarded to the wider workforce. employee reward.
One of the Committee members attended an engagement Inflation and employee remuneration
session with employees on the subject of compensation
and benefits in November 2022. Employees shared feedback This year saw unprecedented levels of inflation and we have
on competitiveness of fixed pay for current employees, extended our support to employees in a number of countries
the opportunity to choose benefits and management through various targeted financial wellbeing interventions.
differentiation between team members. These have been specific to each country’s context and range
from providing access to financial advice to monetary
Employees are able to give real-time feedback on their pay compensation or other forms of support.
and benefits through Unilever's reward system. The average
satisfaction score for all employees globally for all elements
of reward was 63% as at 31 December 2022. Satisfaction with Implementation report
long-term incentives was particularly high at 71%, which The annual report on remuneration in this report describes
reflects Unilever's aim to drive performance with incentives 2022 remuneration in detail as well as the planned
in the upper quartile. implementation of the Remuneration Policy in 2023.
The Committee is periodically updated on matters impacting On behalf of the Committee and the entire Board, I thank all
the workforce, including inflation and the new Compass shareholders and their representatives for their constructive
Organisation. engagement in 2022. Shareholders will have an advisory vote
As such, the Committee believes the implementation on the DRR at the 2023 AGM. I look forward to engaging with
of remuneration in 2022 is a fair reflection of employee shareholders and their representatives in 2023 in respect of
experience. In particular, Executive Director pay increases renewing the Remuneration Policy.
are limited to the CFO and in line with that of the wider
workforce, as explained above. In addition, the same
Company performance measures for annual bonus and MCIP
Andrea Jung
apply to all eligible employees, including Executive Directors.
Chair of the Compensation Committee
Committee members and attendance ■ setting the 2022 annual bonus and Performance Share Plan
(PSP) 2022-2024 performance measures and targets;
Attendance ■ reviewing fixed pay for the CEO and CFO and fees for the
Andrea Jung Chair 8/8 Non-Executive Directors;
Nils Andersen 8/8 ■ tracking external developments and assessing their impact
Laura Cha (member until 4 May 2022) 3/4 on Unilever’s Remuneration Policy and its implementation,
Ruby Lu 8/8 in particular in the context of geopolitical tensions, inflation,
Nelson Peltz (member since 20 July 2022) 3/3 and rising interest rates;
■ reviewing underlying reward principles, workforce pay,
including pay philosophy and pay positioning;
This table shows the membership of the Compensation ■ reviewing updates to Unilever's annual bonus policy to align
Committee together with their attendance at meetings during with the Compass Organisation transformation;
2022. Attendance is expressed as the number of meetings ■ retirement of CEO and CEO succession planning;
attended out of the number eligible to be attended. ■ reviewing gender pay gap data;
The Committee is comprised of four Non-Executive Directors, ■ considering progress on the living wage commitment that
including Andrea Jung as the Chair. Laura Cha retired as a is now extended to the wider supply chain; and
Non-Executive Director at the AGM in May 2022. Nelson Peltz ■ assessing performance against 2022 SPI targets and setting
became a Non-Executive Director and joined the Committee 2023 SPI targets along with the Corporate Responsibility
in July 2022. Other attendees at Committee meetings in 2022 Committee (CRC).
were the CEO, Chief Legal Officer & Group Secretary, the Chief
Counsel Executive Compensation & Employment, the Chief
Advisers
Human Resources Officer, the Chief People & Transformation
Officer, the VP Global Head of Reward, the Head of Expertise & While it is the Committee’s responsibility to exercise
Innovation, and the Deputy Chief Financial Officer & Controller. independent judgement, the Committee requests advice from
No individual Executive Director was present when their own management and professional advisers, as appropriate, to
remuneration was being determined to ensure there was no ensure that its decisions are fully informed given the internal
conflict of interest, although the Committee has separately and external environment.
sought and obtained Executive Directors’ own views when Fiona Camenzuli of PricewaterhouseCoopers LLP (PwC)
determining the amount and structure of their remuneration provided the Committee with independent advice on
before recommending individual packages to the Board various matters it considered. During 2022, the wider
for approval. PricewaterhouseCoopers network firms have also provided tax
and consultancy services to Unilever including tax compliance,
Role of the Committee transfer pricing, other tax-related services, managed legal
services, internal audit advice and secondees, third-party risk
The Committee reviews the remuneration of the Executive and and compliance advice, cyber security advice, sustainability
Non-Executive Directors and ULE. It also has responsibility for assurance and consulting, merger and acquisition support,
the design and terms of executive and all employee share- and media assurance support. PwC is a member of the
based incentive plans and the remuneration policy for the Remuneration Consultants Group and, as such, voluntarily
ULE and senior managers. The Committee is also involved in operates under the code of conduct in relation to executive
the performance evaluation of the ULE. remuneration consulting in the UK, which is available online at
The Committee's terms of reference are contained within www.remunerationconsultantsgroup.com (Code of Conduct:
'The Governance of Unilever' which is available on our website. Executive Remuneration Consulting).
As part of the Board evaluation carried out in 2022, the Board The Committee is satisfied that the advice of the PwC
evaluated the performance of the Committee. The Committee engagement partner and team, which provide remuneration
also carried out an assessment of its own performance in advice to the Committee, was objective and independent. They
2022. Overall, the Committee members concluded that the do not have connections with Unilever that might impair their
Committee is performing effectively. The Committee has independence. The Committee reviewed the potential for
agreed to review trends on executive remuneration and conflicts of interest and judged that there were appropriate
performance measures for long-term incentives, in particular safeguards against such conflicts. The fees paid to PwC in
in view of the upcoming Remuneration Policy renewal relation to advice provided to the Committee in the year to
due in 2024. 31 December 2022 were £188,250. This figure is calculated
based on time spent and expenses incurred for the majority of
advice provided, but on occasion, for specific projects, a fixed
Activities of the Committee fee may be agreed.
During 2022, the Committee met eight times and its activities
included:
■ determining the 2021 annual bonus outcome;
Annual report on remuneration Remuneration is proportionate given the financial size and
complexity of Unilever as determined through benchmarking
This section sets out how the Remuneration Policy (which with our peers. Unilever's remuneration arrangements
was approved by shareholders at the AGM on 5 May 2021 and provide for clarity and simplicity by constituting of fixed pay,
is available on our website) was implemented in 2022 and how benefits, annual bonus and long-term incentives, which are
it will be implemented in 2023. See the remuneration topics transparently detailed in the Remuneration Policy and DRR.
section of our website for a copy of the Remuneration Policy.
The Remuneration Policy is due for renewal in 2024 and I look
forward to liaising with investors and other stakeholders on
Remuneration Policy this topic.
The Remuneration Policy is operating as intended and no
material changes are proposed in relation to how we Implementation of the Remuneration Policy for
implement the Remuneration Policy in 2023. Executive Directors
Unilever's remuneration arrangements are aligned to its
The Remuneration Policy was implemented with effect from
culture of rewarding performance through annual bonus and
the May 2021 AGM as set out below.
long-term incentive performance measures and remuneration
is determined throughout Unilever based on the same Remuneration for 2022 and planned for 2023 for the CEO refers
principles as for the Executive Directors, as set out in the to Alan Jope. Please see page 123 for remuneration details for
Remuneration Policy. Remuneration is controlled with pay at Hein Schumacher as incoming CEO.
risk determined according to pre-determined performance
measures with a maximum outcome. This results in
predictability in the management of risks and costs. Executive
Elements of remuneration
Fixed Pay
Purpose and link to strategy Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy.
Reflects the individual’s skills, experience, performance and role within the Group. Provides a simple competitive
alternative to the separate provision of salary, fixed allowance and pension.
At a glance Details of the rationale for our Executive Directors’ fixed pay amounts can be found on page 110.
Implementation in 2022 Effective from 1 January 2022:
■ CEO: €1,560,780
■ CFO: €1,175,719
Annual Bonus
Purpose and link to strategy Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected
to support our annual business strategy and the ongoing enhancement of shareholder value.
In 2021, a new requirement was introduced to defer 50% of the net annual bonus into shares or share awards to
link to long term performance.
At a glance ■ Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO.
■ Maximum annual bonus is 225% of fixed pay for the CEO and 180% for the CFO.
■ Business performance multiplier of between 0% and 150% based on achievement against business targets over
the year.
■ Performance target ranges are considered commercially sensitive and will be disclosed in full with the
corresponding performance outcomes retrospectively following the end of the relevant performance year.
■ Requirement to defer 50% net annual bonus into shares.
■ Subject to ultimate remedy/malus and claw-back provisions, as set out in the Remuneration Policy.
Implementation in 2022 Implemented in line with the Remuneration Policy:
■ Underlying sales growth: 50%
■ Underlying operating margin improvement: 25%
Competitiveness: 25%
% business winning 45% 60%
0% 200%
Cumulative FCF from operating activities in current currency ensures sufficient cash is available to fund a range
of strategic capital allocation choices. As such, the Committee believes that the target range of a threshold of
€15.5bn and a maximum of €21.5bn to be appropriate.
ROIC measures the return generated on capital invested by the Group and is calculated as underlying
operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and
equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables
and other current liabilities. The target range of a threshold of 14% and maximum of 18% expresses our
commitment to deliver ROIC at a level of mid to high teens, whilst continuing to reshape our portfolio through
acquisitions and disposals.
Competitiveness % Business Winning will be assessed each year as the aggregate turnover of the portfolio
components (country/category cells) gaining value market share as a % of the total turnover measured by
market data. As such, it assesses what percentage of our revenue is being generated in areas where we are
gaining market share. The outcome for the 2023-2025 PSP is the average of the three years % Business Winning
performance. With intense competition and changing shopper trends, winning share in each portfolio or
geography segment presents a challenge for all players; repeating these wins over successive years is even
more demanding. At consolidated Group level, delivering consistently in the range of 50% Business Winning will
enable us to grow with our markets, delivering above 50% Business Winning over successive years supports our
objective of growing ahead of our markets. Keeping this in mind, the Committee believes that a stretch goal
of 60% and threshold performance of 45% resulting in a zero payout for this performance measure to be
appropriate.
The SPI is an assessment made jointly by the CRC and the Committee. The 2023 SPI will be evaluated on
progress against selected sustainability targets in the Unilever Compass, based on in-year performance in 2022
(except Positive Nutrition and Health and Wellbeing that will be measured against performance in 2023). The
CRC and Committee will determine a numerical rating for the SPI in the range of 0–200%. Annual ratings are
tallied as an average SPI for each four-year MCIP and each three-year PSP performance period. Eight pillars,
with one target from each of the three Compass priority areas, will comprise the 2023 SPI evaluation as for 2022
(see page 118). In making their rounded assessment, the CRC and the Committee will also review both
qualitative and quantitative progress across the wider Compass targets as well as delivery against the
respective KPIs.
In addition to the three elements mentioned above, our Executive Directors are provided with non-monetary benefits.
These include medical insurance cover, actual tax return preparation costs and provision of death-in-service benefits
and administration.
Where relevant, amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510),
excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date at
9 February 2023 (€1 = £0.8879 and €1 = $1.0733).
Amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605), excluding amounts
in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date on 16 February 2022
(€1 = £0.8379 and €1 = $1.1354).
We do not grant our Executive Directors any personal loans or guarantees.
50% of the net annual bonus earned is deferred into shares (€825,145 for Alan Jope and €497,259 for Graeme Pitkethly). Shares
are deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy.
The annual bonus measures and performance against targets are set out below. All performance ranges are straight-line
between threshold and maximum:
Further details of the annual bonus outcomes and the Committee's assessment of the appropriateness of the formulaic
outcomes are described in the Committee Chair's letter on page 109.
2022 Outcomes
This includes MCIP match shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly
on 23 April 2019, based on performance in the four-year period to 31 December 2022, which vested on 9 February 2023.
The values included in the single figure table for 2022 are calculated by multiplying the number of shares granted (including
additional shares in respect of accrued dividends through to 31 December 2022) by the level of vesting (% of target award)
and the share price on the date of vesting (PLC £41.09 and PLC EUR €46.47), translated into euros using the exchange rate on
the date of vesting (€1 = £0.8879).
Performance against targets:
(a) Earnings Per Share Growth excludes the benefit from share buyback of €3bn in 2021. 2022 share buyback of €1.5bn was executed to return ekaterra Tea Business
proceeds, hence considered.
Further details of the MCIP outcome and the Committee's assessment of the appropriateness of the formulaic outcomes are
described in the Committee Chair's letter on page 109. Further detail on the SPI outcome is set out below. On the basis of this
performance, the Committee determined that the MCIP awards at the end of 2022 will vest at 70% of initial target award levels
(i.e. 35% of maximum for MCIP), in line with the formulaic outcome.
The average SPI outcome for MCIP 2019-2022 is set out at the bottom of the table and in note (b).
SPI 2022
(a)
Compass pillar Compass target KPI 2021 target Judgement 2021 actuals
Compass priority area: Contribute to a fairer and more socially inclusive world
Equity, diversity & inclusion Spend €2 billion annually with Monetary value (euros) of all €374m Over- €445m
diverse businesses worldwide invoices received from tier 1 achieved
by 2025 suppliers that are either verified as
a diverse business by an approved
certification body or have self-
declared as a diverse business from
1 January to 31 December 2021
Raise living standards Ensure that everyone who directly The total monetary value of long- 60% Over- 78%
provides goods and services to term Dedicated Collaborative achieved
Unilever will earn at least a living Manufacturing contracts signed
wage or income by 2030 with a requirement to pay a living
wage, expressed as a percentage
of the total monetary value of long-
term Dedicated Collaborative
Manufacturing contracts signed
from 1 January to 31 December
2021
Future of work Reskill or upskill our employees % of employees with a future-fit 5% Achieved 7%
with future-fit skills by 2025 skills set from 1 January to 31
December 2021
Annual SPI outcome 125%
Average SPI outcome for 126%
(b)
MCIP 2019-2022
(a) The conditional number of shares awarded (including decimals) at the share price on the award date at target performance.
(b) The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date.
(c) The dividends accrued on the original conditional share award (including decimals) at the share price on the award date.
(d) The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends
(including decimals) multiplied by the business performance ratio. The value attributable to share price growth over the vesting period is -€79,922 and -€72,157 for the
CEO and CFO respectively (using exchange rate on day of vesting for CFO of €1 = £0.8879).
(a) The final value of the award on the vesting date using the exchange rate on the day of vesting of €1 = £0.8879. The actual number of vested shares can be found
on page 122.
(b)
Competitiveness: % business winning
25%
45% 60%
0% 200%
200%
Sustainability progress index (Committee
25%
assessment of SPI progress) 0% 200%
0% 200%
(a) Face values are calculated by multiplying the number of shares granted on 11 March 2022 (including decimals) by the share price on that day of PLC £33.92, assuming
maximum performance and therefore maximum vesting of 200% and then translating into euros using an average exchange rate over 2022 of €1 = £0.8510 (rounded).
(b) Competitiveness measured by % Business Winning was 47% on a Moving Annual Total basis as per 31 December 2022.
(a)
Face value of awards CEO: €485,803 CFO: €292,775
(a) Face values are calculated by multiplying the number of shares granted on 22 March 2022 (including decimals) by the share price on that day of PLC £34.40 and then
translated into euros using an average exchange rate over 2022 of €1 = £0.8510 (rounded).
■ shares in PLC will qualify provided they are personally owned by the Executive Director, by a member of their (immediate)
family or by certain corporate bodies, trusts or partnerships, as required by law from time to time (each a ‘connected person’);
■ shares purchased under the legacy MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of
purchase as these are held in the individual’s name and are not subject to further restrictions;
■ shares or entitlements to shares that are subject only to the Executive Director remaining in employment will qualify on a net
precise number of shares is fixed after the four-year vesting period has elapsed);
■ shares awarded on a conditional basis under the PSP will not qualify until the moment of vesting (i.e. once the precise number
of shares is fixed after the three-year vesting period for PSP has elapsed); and
■ the shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date
of acquisition.
The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US
dollar exchange rates from the 60 calendar days prior to the measurement date.
Any Executive Director who leaves after the date the Remuneration Policy took effect will be required to maintain at least 100% of
their minimum shareholding requirement for two years after leaving (or if less, their actual shareholding on the date of leaving).
ULE members are required to build a shareholding of 400% of fixed pay (500% for the CEO). This requirement is 250% of fixed pay
for the management layer below ULE.
Executive Directors’ shareholdings are ring-fenced to ensure they meet the minimum shareholding requirement, including
for two years after leaving employment. This means that even if the shares are vested, they are blocked until the end of the
minimum shareholding requirement period (excluding any shares above the minimum shareholding requirement).
Executive Directors’ and their connected persons’ interests in shares and share ownership (Audited)
During the period between 1 January and 21 February 2023, the following changes in interests have occurred:
■ Graeme Pitkethly purchased 6 PLC shares under the PLC ShareBuy Plan: 3 on 10 January 2023 at a share price of £41.97, and
■ Alan Jope acquired 7,054 PLC EUR shares following the vesting of his 2019 MCIP award; and
■ Graeme Pitkethly acquired 8,114 PLC GBP shares following the vesting of his 2019 MCIP award.
The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share
capital of PLC are the same as for other holders of the class of shares indicated. As at 21 February 2023, none of the
Directors’ (Executive and Non-Executive) or other ULE members’ shareholdings amounted to more than 1% of the issued shares
in that class of share (except Nelson Peltz who owns 1.4% of the PLC issued share capital including via Trian Fund Management
as a connected person). All shareholdings in the table above are beneficial. On page 92, the full share capital of PLC has been
described. Pages 167 and 168 set out how many shares Unilever held to satisfy the awards under the share plans.
PSP (Audited)
The following conditional shares were outstanding at 31 December 2022 under the PSP and are subject to performance
conditions:
Balance of Conditional
conditional shares Balance of
shares at 1 awarded conditional shares
January 2022 in 2022 at 31 December 2022
Performance
period Dividend
1 January shares Additional
No. of 2022 to accrued shares
Share shares 31 December Price at during the Vested in Price at earned in
(a) (b) (c) (d) (e)
type 2024 award year 2022 vesting 2022 Shares lapsed No. of shares
Alan Jope PLC 62,913 77,427 £33.92 4,714 — £- — — 145,054
Graeme
Pitkethly PLC 37,913 46,660 £33.92 2,841 — £- — — 87,414
(a) Alan Jope: This includes a grant of 61,233 of PLC shares made on 7 May 2021 (vesting on 7 May 2024), and 1,680 PLC shares from reinvested dividends accrued in prior
years in respect of awards.
(b) Graeme Pitkethly: This includes a grant of 36,901 of PLC shares made on 7 May 2021 (vesting on 7 May 2024), and 1,012 PLC shares from reinvested dividends accrued
in prior years in respect of awards.
(c) These grants were made on 11 March 2022 (vesting 13 February 2025).
(d) Reflects reinvested dividend equivalents accrued during 2022, subject to the same performance conditions as the underlying PSP shares.
(e) The first vest will take place in 2024.
MCIP (Audited)
The following conditional shares vested during 2022 or were outstanding at 31 December 2022 under the MCIP:
Balance of
conditional
shares at 1
January 2022 Balance of conditional shares at 31 December 2022
Dividend
shares
accrued Additional
Share No. of shares during the Vested in Price at shares earned
(a) (b) (c) (d) (e)
type year 2022 vesting in 2022 Shares lapsed No. of shares
PLC 60,370 2,384 — N/A — — 62,754
Alan Jope PLC ADS 16,381 — 14,252 US$51.88 — 2,129 —
Graeme Pitkethly PLC 74,430 1,831 24,453 £38.18 — 3,654 48,154
(a) Alan Jope: This includes a grant of 14,454 PLC ADS shares made on 23 April 2018 (which vested on 16 February 2022), a grant of 16,668 PLC shares on 23 April 2019
(which vested on 9 February 2023), and a grant of 39,594 PLC shares on 24 April 2020 (vesting on 15 February 2024) and 1,927 PLC ADR shares and 4,108 PLC shares from
reinvested dividends accrued in prior years in respect of awards. Please note, any Unilever N.V. shares were converted to PLC shares on Unification in November 2020,
which is why only Unilever PLC shares are provided in this table.
(b) Graeme Pitkethly: This includes a grant of 12,408 of each NV and PLC shares made on 3 May 2018 (which vested on 16 February 2022), a grant of 19,196 PLC shares on
23 April 2019 (which vested on 9 February 2023) and a grant of 23,795 PLC shares on 24 April 2020 (vesting on 15 February 2024) and 6,623 PLC shares from reinvested
dividends accrued in prior years in respect of awards. Please note, any Unilever N.V. shares were converted to PLC shares on Unification in November 2020, which is why
only Unilever PLC shares are provided in this table.
(c) Reflects reinvested dividend equivalents accrued during 2022 and subject to the same performance conditions as the underlying matching shares.
(d) The 23 April 2018 and 3 May 2018 grant vested on 16 February 2022 at 87% for both Alan Jope and Graeme Pitkethly.
(e) This includes any additional shares earned and accrued dividends as a result of a business performance multiplier on vesting below 100%.
Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be
terminated with 12 months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can
be made of no more than one year’s fixed pay and other benefits. Other payments that can be made to Executive Directors in the
event of loss of office are disclosed in our Remuneration Policy. See the remuneration topics section of our website for a copy of
the Remuneration Policy.
There have been no other payments to former Directors nor have there been any payments for loss of office during the year.
Buy-out awards
In order to secure Hein's appointment and to allow him to join Unilever at the earliest opportunity, the Committee has agreed
to buy out certain cash incentives that he will forfeit due to leaving his current employment. In line with the Remuneration Policy,
the Committee took into account all relevant factors, including the nature, timing and value of awards being forfeited when
determining the structure and size of buy-out awards offered. The following buy-out awards will be granted to Hein following
commencement of his employment with the Company and the Committee is satisfied that the structure of the buy-out awards
is consistent with the Remuneration Policy:
■ To replace the 2023 cash bonus that Hein will forfeit, a share award with grant value of €232,500 that will vest on 15 February
vest on 7 May 2024 subject to (i) continued service and (ii) PSP 2021-2023 performance outcomes, capped at a maximum of
120% of performance outcome.
The number of Unilever shares that will be granted will be calculated using the 5-trading day average share price prior to 1 June
2023. The awards will be reported in the single figure table for 2023.
Each buy-out award will be reduced or lapse if Hein's current employer’s award which the buy-out award replaces pays out.
The buy-out awards will be subject to the malus and claw-back provisions as set out in the Remuneration Policy. In line with the
Remuneration Policy, Hein will be required to retain all shares vesting from any share awards (including the buy-out awards)
until his minimum shareholding requirement of 500% of Fixed Pay has been met.
■ remains eligible to receive a discretionary bonus in respect of the 2023 financial year, determined by the Committee in the
normal way and at the normal time dependent on the Company’s performance, with 50% of the net annual bonus deferred
into shares in accordance with the Remuneration Policy;
■ will participate in the PSP 2023-2025 on a pro-rated basis for the period during which he is CEO of the Company, further details
incentive plans will remain capable of vesting in accordance with the rules of the relevant plan and will then vest on their
respective vesting dates, subject to Company performance. Upon vesting of any PSP awards, Alan will have a further two-year
retention period in accordance with the Remuneration Policy;
■ will continue to be eligible for vesting and release of any annual bonus deferral shares in accordance with their terms;
■ will remain subject to the Company’s minimum shareholding requirement and needs to retain Unilever shares worth at least
five times his annual Fixed Pay until the second anniversary of the Retirement Date;
■ will continue to receive tax return preparation services in respect of all Unilever source income;
■ will continue to receive medical insurance cover and death-in-service benefits through to the Retirement Date; and
■ will be entitled to payment for any unused and accrued holiday days as at the Retirement Date.
Details of all payments made to and received by Alan Jope will be disclosed on the Company’s website and in the Directors’
Remuneration Report within the Annual Report and Accounts as required going forward.
2023 2022
Roles and responsibilities Annual Fee € Annual Fee £ Annual Fee € Annual Fee £
Basic Non-Executive Director Fee 111,631 95,000 99,880 85,000
Chair (all-inclusive) 775,540 660,000 763,789 650,000
Senior Independent Director (modular) 47,002 40,000 47,002 40,000
Member of Nominating and Corporate Governance Committee 17,626 15,000 17,626 15,000
Member of Compensation Committee 23,501 20,000 21,151 18,000
Member of Corporate Responsibility Committee 23,501 20,000 17,626 15,000
Member of Audit Committee 29,377 25,000 27,026 23,000
Chair of Nominating and Corporate Governance Committee 35,252 30,000 35,252 30,000
Chair of Compensation Committee 41,127 35,000 35,252 30,000
Chair of Corporate Responsibility Committee 41,127 35,000 35,252 30,000
Chair of Audit Committee 47,002 40,000 47,002 40,000
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are
considered to be business expenses and so are reimbursed. Non-Executive Directors also receive expenses relating to the
attendance of their spouse or partner, when they are invited by Unilever.
2022 2021
Total Total
(a) (b) (a) (b)
Fees Benefits remuneration Fees Benefits remuneration
Non-Executive Director €'000 €'000 €'000 €'000 €'000 €'000
(c)
Nils Andersen 764 29 793 755 — 755
(d)
Laura Cha 50 — 50 137 — 137
(e)
Vittorio Colao — — — 22 — 22
(f)
Judith Hartmann 127 1 128 126 — 126
(g)
Adrian Hennah 140 — 140 21 — 21
(h)
Andrea Jung 200 — 200 180 — 180
(i)
Susan Kilsby 127 27 154 126 — 126
(j)
Ruby Lu 139 15 154 23 — 23
(k)
Strive Masiyiwa 135 — 135 134 — 134
(l)
Youngme Moon 118 41 159 132 — 132
(m)
Nelson Peltz 54 — 54 — — —
(n)
John Rishton 51 — 51 145 — 145
(o)
Hein Schumacher 31 — 31 — — —
(p)
Feike Sijbesma 135 1 136 134 — 134
(q)
Total 2,071 114 2,185 1,935 — 1,935
(a) This includes fees received from Unilever for 2021 and 2022 respectively. Includes basic Non-Executive Director fee and committee chairship and/or membership. Where
relevant, amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605). Amounts for 2022 have been translated into
euros using the average exchange rate over 2022 (€1 = £0.8510).
(b) The only benefit received relates to travel by spouses or partners where they are invited by Unilever. There was no travel by the spouses or partners in 2021 due to the
Covid pandemic.
(c) Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee.
(d) Retired from the Board at the May 2022 AGM.
(e) Stepped down from the Board and Chair of the Compensation Committee on 18 February 2021.
(f) Member of the Audit Committee.
(g) Appointed to the Board with effect from 1 November 2021 and became Chair of the Audit Committee on 4 May 2022.
(h) Senior Independent Director and member of the Nominating and Corporate Governance Committee from the May 2021 AGM and Chair of the Compensation
Committee from 18 February 2021.
(i) Member of the Audit Committee.
(j) Member of the Compensation Committee and Nominating and Corporate Governance Committee and appointed to the Board with effect from 1 November 2021.
(k) Chair of the Corporate Responsibility Committee.
(l) Member of the Corporate Responsibility Committee. Stepped down as Senior Independent Director from the May 2021 AGM.
(m) Appointed to the Board and member of the Compensation Committee with effect from 20 July 2022.
(n) Retired from the Board at the May 2022 AGM.
(o) Appointed to the Board and member of the Audit Committee with effect from 4 October 2022.
(p) Member of the Corporate Responsibility Committee and Nominating and Corporate Governance Committee.
(q) In addition, Marjin Dekkers received benefits of €24,500 in 2022 related to spouse/partner travel to attend an event postponed from before his retirement in May 2020
due to Covid.
We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they
entitled to any severance payments.
Figures for the CEO and CFO are calculated using the data from the Executive Directors’ single figure table on page 115. The
year-on-year comparison reflects an increase in total compensation for the Executive Directors in 2022 following a higher
performance outcome for annual bonus in 2022. Executive Directors have a higher weighting on performance-related pay
compared to other employees. The numbers are further impacted by fluctuation in the exchange rates used to convert pay
elements denominated in pounds sterling to euros for reporting purposes and not including employees in the Netherlands
following Unification. Where relevant, amounts for 2021 have been translated using the average exchange rate over 2021
(€1 = £0.8605), and amounts for 2022 have been translated using the average exchange rate over 2022 (€1 = £0.8510).
Annual bonus and LTI for the UK employees were not calculated following the statutory method for single figure pay. Instead,
variable pay figures were calculated using:
■ target annual bonus values multiplied by the actual bonus performance ratio for the respective year (disregarding personal
performance multipliers, which equal out across the population as a whole); and
■ MCIP values calculated at an appropriate average for the relevant work level of employees, i.e. an average 20% investment of
bonus for WL2 employees; 45% for WL3 employees; 60% for WL4-5 employees; and 100% for WL6 employees, multiplied by the
actual MCIP business performance ratio.
Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash.
Median
Year 25th percentile percentile 75th percentile Mean pay ratio
Year ended 31 December 2022 Salary: £36,802 £44,478 £60,788
Pay and benefits
(excluding pension): £49,868 £61,553 £93,612
Pay ratio (Option A): 92:1 75:1 49:1 63:1
Year ended 31 December 2021 Salary: £34,560 £42,668 £58,869
Pay and benefits
(excluding pension): £48,229 £60,306 £90,335
Pay ratio (Option A): 87:1 70:1 47:1 63:1
Year ended 31 December 2020 Salary: £34,298 £41,010 £55,000
Pay and benefits
(excluding pension): £45,713 £55,751 £80,670
Pay ratio (Option A): 67:1 55:1 38:1 50:1
Year ended 31 December 2019 Salary: £38,510 £45,154 £59,988
Pay and benefits
(excluding pension): £50,689 £61,086 £87,982
Pay ratio (Option A): 83:1 69:1 48:1 51:1
Figures for the CEO are calculated using the data from the Executive Directors’ single figure table on page 115 translated into
sterling using the average exchange rate over 2022 (€1 = £0.8510).
Option A was used to calculate the pay and benefits (including pension) of the 25th percentile, median and 75th percentile
UK employees because the data was readily available for all UK employees of the Group and Option A is the most accurate
method (as it is based on total full-time equivalent total reward for all UK employees for the relevant financial year). Figures
are calculated by reference to 31 December 2022, and the respective salary and pay and benefits figures for each quartile are
set out in the table above. Full-time equivalent figures are calculated on a pro-rated basis.
Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below
the ‘CEO/CFO pay ratio comparison’ table. The reason for this is it would be unduly onerous to recalculate these figures when,
based on a sample, the impact of such recalculation is expected to be minimal.
The mean pay ratio has remained the same for 2022, as the average total remuneration for all UK employees increased at
a similar rate to that of the CEO. Both the CEO's total remuneration and the average total remuneration for UK employees
increased by around 9%. The median ratio is considered to be consistent with the pay, reward and progression policies within
Unilever as the Remuneration Policy is applicable across our 14,000+ managers throughout the whole business worldwide.
Additionally, we are required to show additional disclosures on the rates of change in pay year on year. The pay ratios set
out above are more meaningful as they compare to the pay of all of our UK employees. By contrast, the regulations require
us to show the percentages below based on employees of our PLC top company only, which forms a relatively small and
unrepresentative proportion of our total UK workforce. So, whilst operationally we may pay greater attention to our internal pay
ratios (included above in the ‘CEO/CFO pay ratio comparison’ table), these required figures are set out on the following page.
Other benefits
(not including
Fixed pay pension) Bonus
(a)(b)
% change from 2021 to 2022 CEO 1.8% 34.2% 67.0%
(a)(c)
CFO 1.7% 2.1% 67.0%
(d)
PLC employees -4.3% 7.4% 57.0%
(a)(b)
% change from 2020 to 2021 CEO 1.7 % 35.7 % 71.6 %
(a)(c)
CFO 1.8 % 23.7 % 71.7 %
(d)
PLC employees -19.3 % -2.2 % -10.6 %
(a)(b)
% change from 2019 to 2020 CEO 4.0% 36.6% -39.1%
(a)
CFO 3.0% 40.7% -39.7%
(d)
PLC employees 1.7 % 30.2% -3.0%
(a)
% change from 2018 to 2019 CEO -9.5% -92.3% -7.4%
(a)
CFO 4.2% 4.8% 7.9%
(d)
PLC employees 15.0% -5.2% 9.7%
(a)
% change from 2017 to 2018 CEO 11.3% -19.2% -16.5%
(a)
CFO 8.2% 8.3% -10.5%
(d)
PLC employees 8.4% -5.0% -3.9%
(a) Calculated using the data from the Executive Directors’ single figure table on page 115 (for information on exchange rates, please see the footnotes in that table).
(b) The increase in fixed pay for the CEO in 2022 reflects pay on 31 December 2022, compared to the amount in the 2021 single figure table, which included a pay increase
awarded from 1 July 2021. The increase in benefits is due to increased insurance premiums, fluctuation in exchange rates and payment of legal fees associated with
the resignation of role of CEO. As a result of a higher formulaic outcome for the 2022 bonus, the bonus increased compared to the previous year (2021). Conversely,
a lower formulaic outcome for the 2020 bonus resulted in the bonus from 2019 to 2020 decreasing. As at 1 January 2020, the tax gross-up has been added in the cost
instead of in base salary and therefore the other benefits increased from 2019 to 2020 compared to prior years. As at 1 January 2019, Alan Jope succeeded Paul Polman
as CEO and therefore the CEO remuneration from 2018 to 2019 decreased compared to prior years as Alan Jope’s fixed pay was set at a level lower than Paul Polman’s.
(c) The increase in fixed pay for the CFO in 2022 reflects pay on 31 December 2022, compared to the amount in the 2021 single figure table, which included a pay increase
awarded from 1 July 2021. The increase in benefits is due to increased insurance premiums and fluctuation in exchange rates. As a result of a higher formulaic
outcome for the 2022 bonus, the bonus increased compared to the previous year (2021). Conversely, a lower formulaic outcome for the 2020 bonus resulted in the
bonus from 2019 to 2020 decreasing. As at 1 January 2020, the tax gross-up has been added in the cost instead of in base salary and therefore the other benefits
increased from 2019 to 2020 compared to prior years.
(d) For the PLC employees, fixed pay numbers include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare
fixed pay for them against that of the CEO and CFO. Such cash-related benefits include acting-up allowance, transport allowance, and fixed pay protection allowance.
Figures are also affected by changes in the average sterling: euro exchange rates, as well as changes in the number of employees, including changes in ULE
membership.
(a) In calculating underlying profit attributable to shareholders, net profit attributable to shareholders is adjusted to eliminate the post-tax impact of non-underlying
items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 171 for details).
(b) Includes share buyback of €1,509m in 2022 and €3,018m in 2021.
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
CEO single figure of total remuneration
(€‘000) 7,740 9,561 10,296 8,370 11,661 11,726 4,894 3,447 4,890 5,395
Annual bonus award rates against
maximum opportunity 78% 66% 92% 92% 100% 51% 55% 32% 54% 89%
GSIP performance shares vesting rates
against maximum opportunity 64% 61% 49% 35% 74% 66% 60% n/a n/a n/a
MCIP matching shares vesting rates against
maximum opportunity n/a 81% 65% 47% 99% 88% n/a 42% 44% 35%
Shareholder voting
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a
substantial vote against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for
any such vote and would set out in the following Annual Report and Accounts any actions in response to it. The following table
sets out actual voting in respect of this and the previous report:
The DRR has been approved by the Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and Group Secretary.
Directors are also required by the UK Companies Act 2006 to prepare fair, balanced and understandable, and provides the information
accounts for each financial year which give a true and fair view of the necessary for shareholders to assess the Company’s position and
state of affairs of the Unilever Group and PLC as at the end of the performance, business model and strategy;
financial year and of the profit or loss and cash flows for that year. ■ The financial statements which have been prepared in accordance
In our opinion:
■ the financial statements of Unilever PLC give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
31 December 2022, and of the Group’s profit for the year then ended;
■ the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
■ the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006; and
■ the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the Group and Parent Company financial statements of Unilever PLC (“the Company”) for the year ended 31 December 2022
(FY22) included in the Annual Report and Accounts, which comprise:
Group (Unilever PLC and its subsidiaries) Parent Company (Unilever PLC)
■ Consolidated income statement; ■ Income statement,
■ Consolidated statement of comprehensive income; ■ Statement of comprehensive income;
■ Consolidated statement of changes in equity; ■ Statement of changes in equity;
■ Consolidated balance sheet,; ■ Balance sheet;
■ Consolidated cash flow statement; and ■ Statement of cash flows; and
■ Notes 1 to 27 to the consolidated financial statements, including the ■ Notes 1 to 16 to the Company Accounts, including the accounting
accounting information and policies in note 1. information and policies on page 209.
Apart from the matters noted below, we have Audit related fees €0.2m
not performed any non-audit services during Other services €0.4m
the financial year ended 31 December 2022 or
Non-audit fee as a % of total audit and audit
subsequently which are prohibited by the FRC
related fee % 2%
Ethical Standard.
Date first appointed 14 May 2014
During 2023 we identified that certain KPMG
member firms had provided preparation of Uninterrupted audit tenure 9 years
local GAAP financial statement services and, in Tenure of Group engagement partner 2 years
some cases, foreign language translation of Average tenure of component signing partners 3 years
those financial statements over the period 2015
to 2022 to some group entities. Some of these
entities are and have been in scope for the
Group audit. The services, which have been
terminated, were administrative in nature and
did not involve any management decision-
making or bookkeeping. The work had no direct
or indirect effect on Unilever PLC’s consolidated
financial statements.
In our professional judgment, we confirm that
based on our assessment of the breach, our
integrity and objectivity as auditor has not been
compromised and we believe that an objective,
reasonable and informed third party would
conclude that the provision of these services
would not impair our integrity or objectivity for
any of the impacted financial years. The Audit
Committee have concurred with this view.
Audit tenure
We were first appointed as auditor by the
shareholders for the year ended 31 December
2014. The period of total uninterrupted
engagement is for the 9 financial years ended
31 December 2022.
Following a competitive tender process
undertaken in FY22, the Board of Unilever has
announced its intention to reappoint KPMG as
its external auditor for the financial year end 31
December 2024, subject to shareholder
approval at its 2024 Annual General Meeting.
The Group engagement partner is required to
rotate every 5 years. As these are the second set
of the Group’s financial statements signed by
Jonathan Mills, he will be required to rotate off
after the FY25 audit.
The average tenure of partners responsible
for component audits as set out in section 7
below is 3 years, with the shortest being 1 and
the longest being 7.
Going concern
We used our knowledge of the Group, its industry, and the general Our conclusions
economic environment to identify the inherent risks to its business model
■ We consider that the directors’ use of the going concern basis
and analysed how those risks might affect the Group’s and Company’s
of accounting in the preparation of the financial statements
financial resources or ability to continue operations over the going
is appropriate.
concern period. The risks that we considered most likely to adversely
■ We have not identified, and concur with the directors’
affect the Group’s and the Company’s available financial resources over
assessment that there is not, a material uncertainty related to
this period were:
events or conditions that, individually or collectively, may cast
■ Commodity inflation and pricing
significant doubt on the Group’s or Parent Company's ability to
■ Landing Pricing and Volume Sensitivity
continue as a going concern for the going concern period.
We also considered realistic second order impacts, such as business ■ We have nothing material to add or draw attention to in relation
transformation and portfolio management failure and the loss of all to the directors’ statement on page 134 to the financial
material litigation cases which could result in a rapid reduction of statements on the use of the going concern basis of accounting
available financial resources. We considered whether these risks could with no material uncertainties that may cast significant doubt
plausibly affect the liquidity in the going concern period by assessing the over the Group and Parent Company’s use of that basis for the
degree of downside assumptions that, individually and collectively, could going concern period, and we found the going concern
result in a liquidity issue, taking into account the Group’s current and disclosure on page 134 to be acceptable; and
projected cash and facilities and the outcome of their reverse stress ■ The related statement under the Listing Rules set out on page
testing. We considered whether the going concern disclosure in note 1 134 is materially consistent with the financial statements and
to the financial statements gives an accurate description of the Directors’ our audit knowledge.
assessment of going concern.
Accordingly, based on those procedures, we found the directors’ use of
the going concern basis of accounting without any material uncertainty for
the Group and Parent Company to be acceptable. However, as we cannot
predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at
the time they were made, the above conclusions are not a guarantee that
the Group or the Parent Company will continue in operation.
that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten
its business model, future performance, solvency, and liquidity.
■ the Principal Risks disclosures describing these risks and how emerging
risks are identified and explaining how they are being managed and
mitigated; and
■ the directors’ explanation in the Viability Statement of how they have
assessed the prospects of the Group, over what period they have done
so and why they considered that period to be appropriate, and their
statement as to whether they have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as
they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or
assumptions.
We are also required to review the Viability Statement set out on page 76
under the Listing Rules.
Our work is limited to assessing these matters in the context of only the
knowledge acquired during our financial statements audit. As we cannot
predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable
at the time they were made, the absence of anything to report on these
statements is not a guarantee as to the Group’s and Parent Company’s
longer-term viability.
What we mean
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had
the greatest effect on:
■ the overall audit strategy;
We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters
and our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for the purpose of our
audit of the financial statements as a whole. We do not provide a separate opinion on these matters.
completing our audit as significant effort was required in evaluating to identify unusual or irregular items and obtained underlying
the contractual arrangements and the related off-invoice rebate documentation for those identified as unusual or irregular.
accrual.
There is a risk that revenue may be overstated due to fraud through
manipulation of the off-invoice rebate accrual recognised resulting
from the pressure management may feel to achieve performance
targets.
■ A retrospective review on the prior year-end accruals in markets we considered contains higher risk
■ Our conclusions on the appropriateness of the methodology and value of the off-invoice rebate accrual as at year-end
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 100 for details on how the Audit Committee
considered revenue recognition as an area of significant attention, page 155 for the accounting policy on revenue recognition, and note 2, 13 and
14 for the financial disclosures.
FY22 FY21
Our assessment of the risk FY22: Acceptable
Contingent Liabilities
disclosed (regarding
↔ is similar to FY21 FY21: Acceptable
to a 2001 corporate
reorganisation) €3,292m €2,549m
Our results
The results of our testing were satisfactory (FY21: satisfactory) and we considered the Brazilian indirect tax contingent liability disclosures to be
acceptable (FY21: acceptable).
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 100 for details on how the Audit Committee
considered indirect tax provisions and contingent liabilities as an area of significant attention, pages 196 and 197 for the accounting policy on
provisions and contingent liabilities respectively, and note 19 and 20 for the financial disclosures.
Further information in the Annual Report and Accounts: See page 209 for the accounting policy on Investments in subsidiaries, and note 5 to the
Company Accounts for the financial disclosures.
We have performed procedures over the profit on disposal of the ekaterra Tea Business in FY22. However, since ekaterra was classified as Assets
Held for Sale in the FY21 accounts, in the current year audit no additional auditor effort was required, therefore it is not separately identified in
our report this year. Similarly, the accounting for the one-off IP swap transaction in FY21 is no longer separately identified in our report this year
for FY22.
Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function,
and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected
or alleged fraud.
■ Reading Board and Audit Committee minutes
■ Using our own forensic professionals with specialised skills and knowledge to assist us in identifying the fraud
Laws and regulations – identifing and responding to risks of material misstatement relating to
compliance with laws and regulations
Laws and regulations risk We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
assessment financial statements from our general commercial and sector experience, through discussion with the Directors and
other management (as required by auditing standards) and from inspection of the Group’s regulatory and legal
correspondence. We discussed with the Directors and other management the policies and procedures regarding
compliance with laws and regulations and we made use of our own forensic professionals with specialised skills
and knowledge to assist us in evaluating the facts and circumstances.
Risk communications We communicated identified laws and regulations throughout our team and remained alert to any indications
of non-compliance throughout the audit. This included communication from the group to in-scope component
audit teams of relevant laws and regulations identified at the Group level, and a request for in-scope component
auditors to report to the group team any instances of non-compliance with laws and regulations that could give
rise to a material misstatement at the Group level.
Direct laws context and The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the
link to Audit Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation (including related companies’ legislation), distributable profits legislation and taxation legislation. We
assessed the extent of compliance with these laws and regulations as part of our procedures on the related
financial statement items.
Most significant indirect Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance
law/regulation areas could have a material effect on amounts or disclosures in the financial statements, for instance through the
imposition of fines or litigation. We identified the following areas as those most likely to have such an effect:
■ Competition legislation (reflecting the Group’s involvement in a number of ongoing investigations by national
competition authorities)
■ Employment legislation (reflecting the Group’s significant and geographically diverse work force)
■ Health and safety regulation (reflecting the nature of the Group’s production and distribution processes)
■ Consumer product law such as product safety and product claims (reflecting the nature of the Group’s diverse
product base)
■ Contract legislation (reflecting the Group’s extensive use of trademarks, copyright and patents)
■ Environmental regulation (reflecting nature of the Group’s production and distribution processes)
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations
to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any.
Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.
Link to KAMs Laws and Regulations are linked to the Brazil Indirect Tax Key Audit Matter identified in section 4.2 of the Auditors
Report on page 141. Tax legislation is noted as a law that directly affects the financial statements.
Indirect tax contingent liabilities in Brazil are disclosed in on note 20 to the Group financial statements on page 197.
Context
Context of the ability of Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
the Audit to detect fraud material misstatements in the financial statements, even though we have properly planned and performed our
or breaches of law or audit in accordance with auditing standards. For example, the further removed non-compliance with laws and
regulation regulations is from the events and transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it. In addition, as with any audit, there
remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
■ Using technology to perform a 4-way sales match over invoices (3-way invoice to order and delivery document,
plus on-invoice rebate deductions) to verify the accuracy and timeliness of revenue recorded;
■ For some components, using technology to perform a line-by-line analysis of the unwind of prior year rebate
accruals to retrospectively test accuracy and identify risks for some countries;
■ Indefinite life intangibles (trademarks) and goodwill impairment testing;
In addition, we have performed Group level analysis on the remaining components to determine whether further
risks of material misstatement exist in those components.
None of the out-of-scope entities individually represented more than 2% total Group revenue or total Group assets,
or more than 5% of total profits and losses making up Group profit before taxation.
Approach on controls
For the audit of the Group financial statements, we were able to rely upon the Group’s internal controls over
financial reporting in several areas of our audit, where our controls testing supported this approach, which enabled
us to reduce the scope of our substantive audit work.
For the audit of the Unilever PLC company financial statements, the scope of the audit work performed was mainly
substantive due to its profile of being a holding company.
Arab Emirates, United Kingdom, and conducted a virtual site visit to Canada, China and the United States.
Review of work papers
The Group audit team also inspected selections of the component team’s key work papers related to significant
risks and assessed the appropriateness of conclusions and consistencies between reported findings and work
performed.
We deem our oversight of component auditors was appropriate.
■ in our opinion the information given in those reports for the financial year is consistent with the
significant issues that the Audit Committee considered in relation to the financial statements,
and how these issues were addressed; and
■ the section of the annual report that describes the review of the effectiveness of the Group’s risk
We are also required to review the part of the Corporate Governance Statement relating to the We have nothing to report in this respect.
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
to be audited are not in agreement with the accounting records and returns; or
■ certain disclosures of directors’ remuneration specified by law are not made; or
■ we have not received all the information and explanations we require for our audit.
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 134, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view. They are also responsible for: such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format
specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in
accordance with that format.
The purpose of our Audit work and to whom we own our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and
the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
€ million € million
Notes 2022 2021
Assets
Non-current assets
Goodwill 9 21,609 20,330
Intangible assets 9 18,880 18,261
Property, plant and equipment 10 10,770 10,347
Pension asset for funded schemes in surplus 4B 4,260 5,119
Deferred tax assets 6B 1,049 1,465
Financial assets 17A 1,154 1,198
Other non-current assets 11 942 974
58,664 57,694
Current assets
Inventories 12 5,931 4,683
Trade and other current receivables 13 7,056 5,422
Current tax assets 381 324
Cash and cash equivalents 17A 4,326 3,415
Other financial assets 17A 1,435 1,156
Assets held for sale 22 28 2,401
19,157 17,401
Total assets 77,821 75,095
Liabilities
Current liabilities
Financial liabilities 15C 5,775 7,252
Trade payables and other current liabilities 14 18,023 14,861
Current tax liabilities 877 1,365
Provisions 19 748 480
Liabilities held for sale 22 4 820
25,427 24,778
Non-current liabilities
Financial liabilities 15C 23,713 22,881
Non-current tax liabilities 94 148
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit 4B 613 831
Unfunded schemes 4B 1,078 1,295
Provisions 19 550 611
Deferred tax liabilities 6B 4,375 4,530
Other non-current liabilities 14 270 275
30,693 30,571
Total liabilities 56,120 55,349
Equity
Shareholders’ equity 19,021 17,107
Non-controlling interests 2,680 2,639
Total equity 21,701 19,746
Total liabilities and equity 77,821 75,095
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated
balance sheet and consolidated cash flow statement relate to notes on pages 154 to 205, which form an integral part of the consolidated financial statements.
The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar
obligations) are not included in the Group cash flow statement.
1. Accounting information and companies in hyperinflationary economies (see below), the income
statement, the cash flow statement and all other movements in assets
The consolidated financial statements have been prepared in Cumulative exchange differences arising since the date of transition to
accordance with international financial reporting standards (IFRS) IFRS of 1 January 2004 are reported as a separate component of other
as issued by the International Accounting Standards Board (IASB), reserves. In the event of disposal or part disposal of an interest in a
and UK-adopted international accounting standards. The consolidated group company either through sale or as a result of a repayment of
financial statements comply with The Companies Act 2006. capital, the cumulative exchange difference is recognised in the income
statement as part of the profit or loss on disposal of group companies.
These financial statements are prepared under the historical cost
convention unless otherwise indicated.
Compass Organisation
Going concern On 1 July 2022, Unilever implemented a new, more category-focused
operating model organised around five Business Groups. The company
These financial statements have been prepared on a going replaced its previous matrix structure with distinct Business Groups:
concern basis. The Group has considerable financial resources together Beauty & Wellbeing, Personal Care, Home Care, Nutrition, Ice Cream.
with established business relationships with many customers and Each Business Group is fully responsible and accountable for its
suppliers in countries throughout the world. The Directors also consider strategy, growth, and profit delivery globally.
the Group's overall financial position, exposure to principal risks and
future business forecasts. We describe in notes 15 to 18 on pages 181 From 1 July 2022 the Group's segmental information is based on the five
to 196 the Group’s objectives, policies and processes for managing its Business Groups as this reflects how its performance will be monitored
capital; its financial risk management objectives; details of its financial and managed going forward. We have presented the full year and
instruments and hedging activities and its exposures to credit and comparative segmental information on this basis (note 2).
liquidity risk. As a consequence, the Group is well placed to manage its
The Group has also revised its cash generating units (CGUs) to align
business risks successfully for at least twelve months from the date of
with the new Compass Organisation. In 2021, the Group had eleven
approval of the financial statements.
cash generating units based on the three Divisions by geography,
Health & Wellbeing and ekaterra. From 1 July 2022, the Group's CGUs
Accounting policies are based on the Compass Organisation structure of Business Units and
Global Business Units. For the purpose of impairment testing, goodwill
The accounting policies adopted are the same as those which were is allocated to groups of CGUs (GCGUs) which are based on the Business
applied for the previous financial year except as set out below under Groups. Goodwill and indefinite-life intangible assets which were
the heading ‘Recent accounting developments’. previously allocated to the eleven CGUs for the purpose of impairment
testing have been reallocated to the GCGUs and CGUs respectively
Accounting policies are included in the relevant notes to the
(note 9) using a relative value approach.
consolidated financial statements. These are presented as text
highlighted in grey on pages 154 to 205. The accounting policies
below are applied throughout the financial statements. Hyperinflationary economies
The Argentinian economy was designated as hyperinflationary from
Foreign currencies 1 July 2018 and the Turkish economy was designated as
hyperinflationary from 1 July 2022. As a result, application of IAS 29
The consolidated financial statements are presented in euros. The ‘Financial Reporting in Hyperinflationary Economies’ has been applied
functional currency of PLC is pound sterling. Items included in the to all Unilever entities whose functional currency is the Argentinian Peso
financial statements of individual group companies are recorded or the Turkish Lira. The application of IAS 29 includes:
in their respective functional currency which is the currency of the ■ adjustment of historical cost non-monetary assets and liabilities for
primary economic environment in which each entity operates. the change in purchasing power caused by inflation from the date of
Foreign currency transactions in individual group companies are initial recognition to the balance sheet date;
■ adjustment of the income statement for inflation during the
translated into functional currency using exchange rates at the date
of the transaction. Foreign exchange gains and losses from settlement reporting period;
■ translation of income statement at the period-end foreign exchange
of these transactions, and from translation of monetary assets and
liabilities at year-end exchange rates, are recognised in the income rate instead of an average rate; and
■ adjustment of the income statement to reflect the impact of inflation
statement except when deferred in equity as qualifying hedges.
and exchange rate movement on holding monetary assets and
In preparing the consolidated financial statements, the balances liabilities in local currency.
in individual group companies are translated from their functional
currency into euros. Apart from the financial statements of group
The main effects on the Group consolidated financial statements for Critical accounting estimates and judgements
2022 are:
The preparation of financial statements requires management to make
€ million Argentina Turkey Total estimates and judgements in the application of accounting policies
Total assets increase / (reduction) 167 225 392 that affect the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and
Opening retained profit increase / judgements are continuously evaluated and are based on historical
(a)
(reduction) – 154 154 experience and other factors, including expectations of future events
Turnover increase / (reduction) (2) 36 34 that are believed to be reasonable. Revisions to accounting estimates
Operating profit increase / (reduction) (33) (6) (39) are recognised in the period in which the estimate is revised and in any
future period affected.
Net monetary gain / (loss) (184) 27 (157)
(a) The following estimates are those that management believe have the
The opening retained increase of €154 million reflects the impact of adjusting the
most significant risk of causing a material adjustment to the carrying
historical cost of non-monetary assets and liabilities from the date of their initial
recognition to 1 January 2022 for the effect of inflation. amounts of assets and liabilities within the next financial year:
■ Measurement of defined benefit obligations – the valuations of the
significantly impacted by climate-related risks and our plans to mitigate income or expense are presented separately as non-underlying
against these risks. Those line items that have the potential to be items. Management use judgement in assessing which items are non-
significantly impacted have then been reviewed in detail to confirm: underlying in line with the Group's policies. These items are excluded
■ that the growth rates and projected cash flows, used in assessing in several of our performance measures, including underlying
whether our goodwill and indefinite-life intangibles are impaired, are operating profit and underlying earnings per share due to their
consistent with our climate-related risk assumptions and the actions nature and/or frequency of occurrence. See note 3 for further details.
we are taking to mitigate against those risks and In prior years, we disclosed all non-underlying items on the face of
■ that the useful lives of our property, plant and equipment are the income statement. We have reviewed this treatment and will now
appropriate given the potential physical and obsolescence risks only disclose individually material items.
associated with climate change and the actions we are taking to ■ Utilisation of tax losses and recognition of other deferred tax assets –
mitigate against those risks. the Group operates in many countries and is subject to taxes in
numerous jurisdictions. Management uses judgement to assess the
In addition it should be noted that climate-related risks could affect recoverability of tax assets such as whether there will be sufficient
the financial position of our defined benefit pension plan assets. The future taxable profits to utilise losses – see note 6B.
Trustees operate diversified investment strategies and are continuously ■ Likelihood of occurrence of provisions and contingent liabilities –
assessing investment risks. The Trustees consider climate risk as one of events can occur where there is uncertainty over future obligations.
the key investment risks and are continually evolving their investments Judgement is required to determine if an outflow of economic
to lower the overall climate risk. resources is probable, or possible but not probable. Where it is
Our TCFD disclosures on pages 42 to 51 include the quantification of probable, a liability is recognised and further judgement is used to
climate-related risks on the basis of various scenarios for the years determine the level of the provision. Where it is possible but not
2030, 2039 and 2050. The scenario assumptions are not based on our probable, further judgement is used to determine if the likelihood is
view of the most likely assumptions and also do not include remote, in which case no disclosures are provided; if the likelihood
any assumptions on the impact of actions that we would undertake to is not remote then judgement is used to determine the contingent
mitigate against these climate-related risks, thus the quantifications liability disclosed. Unilever does not have provisions and contingent
do not represent any type of financial forecast and thus are not directly liabilities for the same matters. External advice is obtained for any
incorporated into any projections of long-term cash flows. material cases. See notes 6A, 19 and 20.
■ Recognition of pension surplus – where there is an accounting surplus
On the basis of these reviews we have not identified any significant on a defined benefit plan, management uses judgement to
impact from climate-related risks on the Group’s going concern determine whether the Group can realise the surplus through
assessment nor the viability of the Group over the next three years. refunds, reductions in future combinations or a combination of both.
For many years Unilever has placed sustainability at the centre of its
strategy and has been working on becoming a more sustainable Accounting developments adopted by the Group
business. This has included implementing hundreds of actions to help
mitigate and adapt against climate-related risks. The costs and benefits All standards or amendments to standards that have been issued by
of such actions are embedded into the cost structures of the business the IASB and were effective by 1 January 2022 were not applicable or
and are not separately identifiable. None of these actions have material to Unilever. IFRS 17 ‘Insurance Contracts’ has been released
significantly impacted the value of the Group's assets or their useful but is not yet adopted by the Group. The standard is effective from the
lives and whilst there is still much to do, our aim is to continue to reduce year ended 31 December 2023 and introduces a new model for
our exposure to climate-related risks without impacting the value of the accounting for insurance contracts. We have reviewed existing
Group’s assets. However we recognise that the climate emergency is arrangements and concluded that IFRS 17 is not expected to be
deepening and government policies are likely to evolve as a result of material for Unilever. All other new standards or amendments that are
commitments to limit global warning to 1.5°C and thus we will continue not yet effective that have been issued by the IASB are not applicable or
to carefully monitor potential implications on the valuations of our material to Unilever.
assets and liabilities that could arise in future years.
2. Segment information
Segmental reporting
In 2022, the Group announced changes to its organisation structure. The changes were fully implemented from 1 July 2022, and as a result the
Group reassessed its operating segments from that date.
The Group has concluded that its operating and reportable segments are the five Business Groups of Beauty & Wellbeing, Personal Care, Home
Care, Nutrition and Ice Cream. Previously, segment reporting was done on the basis of three Divisions: Beauty & Personal Care, Home Care and
Foods & Refreshment. The comparative information has been reclassified to reflect the new reporting segments.
Beauty & Wellbeing ■ primarily sales of hair care (shampoo, conditioner, styling), skin care (face, hand and body moisturisers) and includes
Prestige Beauty and Health & Wellbeing.
Personal Care ■ primarily sales of skin cleansing (soap, shower), deodorant and oral care (toothpaste, toothbrush,
mouthwash) products.
Home Care ■ primarily sales of fabric care (washing powders and liquids, rinse conditioners) and a wide range of cleaning products.
Nutrition ■ primarily sales of scratch cooking aids (soups, bouillons, seasonings), dressings (mayonnaise, ketchup) and tea
products.
Ice Cream ■ primarily ice cream products.
Revenue
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group
companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade
communication costs and are based on the contractual arrangements with each customer. Discounts can either be immediately deducted from
the sales value on the invoice or off-invoice and settled later through credit notes when the precise amounts are known. Rebates are generally
off-invoice. Amounts provided for discounts at the end of a period require estimation; historical data and accumulated experience is used to
estimate the provision using the most likely amount method and in most instances, the discount can be estimated using known facts with a high
level of accuracy. Any differences between actual amounts settled and the amounts provided are not material and recognised in the subsequent
reporting period.
Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has
transferred to our customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but
depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the
appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer has control over the inventory.
Our customers have the contractual right to return goods only when authorised by Unilever. At 31 December 2022, an estimate has been made of
goods that will be returned and a liability has been recognised for this amount. An asset has also been recorded for the corresponding inventory
that is estimated to return to Unilever using a best estimate based on accumulated experience.
Some of our customers are distributors who may be able to return unsold goods in consignment arrangements.
Underlying operating profit
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit (see note 3). Underlying
operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about
allocating resources and assessing performance of segments.
Our segments are comprised of similar product categories. 8 categories (2021: 10; 2020: 10) individually accounted for 5% or more of our revenue in
one or more of the last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:
The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from
transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is the
Unilever Leadership Executive (ULE).
Turnover and non-current assets for the country of domicile, the United States and India (being the two largest countries outside the home country)
and for all other countries are:
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on at arm’s length basis.
Exchange losses within operating costs in 2022 are €(225) million (2021: nil; 2020: €45 million).
Non-underlying items
€ million € million € million
2022 2021 2020
Non-underlying items within operating profit before tax 1,072 (934) (1,064)
(a)
Acquisition and disposal-related costs (50) (332) (69)
(b)
Gain on disposal of group companies 2,335 36 8
(c)
Restructuring costs (777) (632) (916)
(d)
Impairments (221) (17) –
(e)
Other (215) 11 (87)
Tax on non-underlying items within operating profit 273 219 272
Non-underlying items within operating profit after tax 1,345 (715) (792)
Non-underlying items not in operating profit but within net profit before tax (164) (64) (36)
Interest related to the UK tax audit of intangible income and centralised services (7) 10 (56)
Net monetary gain/(loss) arising from hyperinflationary economies (157) (74) 20
Tax impact of non-underlying items not in operating profit but within net profit (121) (41) (146)
Tax related to the separation of the Tea business (35) – –
Taxes related to the reorganisation of our European business – 31 (58)
Taxes related to share buyback as part of Unification – – (30)
Taxes related to the UK tax audit of intangible income and centralised services (5) (29) (53)
Hyperinflation adjustment for Argentina and Turkey deferred tax (81) (43) (5)
Non-underlying items not in operating profit but within net profit after tax (285) (105) (182)
(f)
Non-underlying items after tax 1,060 (820) (974)
Attributable to:
Non-controlling interest (14) (30) (23)
Shareholders' equity 1,074 (790) (951)
(a) 2022 includes a charge of €42 million (2021: €196 million) relating to the disposal of the Tea business and other acquisition and disposal activities.
(b) 2022 includes a gain of €2,303 million related to the disposal of the Tea business (2021: nil). 2021 gain relates to several small disposals of brands in Nutrition. The 2020
gain relates to the disposal of a laundry bar business in Latin America.
(c) Restructuring costs are comprised of organisational change programmes and various technology and supply chain optimisation projects. This includes costs linked to
the implementation of the Compass Organisation for which costs are spread across 2022 and 2023. Management have used judgement to determine this is in line with
our policy.
(d) 2022 includes an impairment charge of €192 million relating to Dollar Shave Club (2021: nil) and write-downs of leased land and building assets.
(e) 2022 includes €89 million relating to a product recall and market withdrawal by The Laundress, €82 million relating to legal provisions for ongoing competition
investigations and €42 million of asset write-downs relating to our businesses in Russia and Ukraine. 2020 includes a charge of €87 million for litigation matters in
relation to investigations by national competition authorities including those in Turkey and France.
(f) Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in operating profit but within net
profit after tax.
4. Employees
4A. Staff and management costs
€ million € million € million
Staff costs 2022 2021 2020
Wages and salaries (5,857) (5,062) (5,051)
Social security costs (587) (529) (519)
Other pension costs (396) (401) (419)
Share-based compensation costs (177) (161) (108)
(7,017) (6,153) (6,097)
Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Due to Compass
Organisation changes in 2022, compensation for ULE members are pro-rated based on time actively spent in a ULE role.
Details of the remuneration of Directors are given in the parts noted as audited in the Directors’ Remuneration Report on pages 109 and 131.
Description of plans
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries, the
Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined
benefit plans are either career average, final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are
determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and the Netherlands. In the UK, we
operate a career average defined benefit plan (with a salary limit for benefit accrual) which is closed to new entrants, and a defined contribution
plan. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit
plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the US. These plans are
predominantly unfunded.
Governance
The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is
governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent)
and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s
stakeholders. They are tasked with periodic reviews of the solvency of the plan in accordance with local legislation and play a role in the long-
term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting
the company’s policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management
and governance.
Investment strategy
The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the
territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective
of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits
provided. To achieve this, investments are diversified, such that the failure of any single investment should not have a material impact on the
overall level of assets. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in
certain countries, inflation risk. There are no unusual entity or plan-specific risks to the Group. The plans invest a reducing proportion of assets
in equities and, for risk control, an increasing proportion in liability matching assets (bonds). There are also investments in property and other
alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. However, the portfolio
leverage is relatively low. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house.
Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed
investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide
high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans’ investments are overseen by Unilever’s internal investment
company, the Univest Company.
Assumptions
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the
balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to
calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted by
liabilities, used to value the principal defined benefit plans (representing approximately 94% of total pension liabilities and other post-employment
benefit liabilities).
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 6% to the
long-term rate after 4 years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy (including expectations of future
improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic
actuarial valuation of the pension plans. The years of life expectancy for 2022 above have been translated from the following tables:
UK: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2019 actuarial
valuation. Future improvements in longevity have been allowed for in line with the core CMI 2018 Mortality Projections Model with a 1% p.a. long-
term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2022 table is used with correction factors (2020) to allow for the typically longer life
expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The impact from changes to the assumptions of the remaining defined benefit plans are considered immaterial. Their assumptions vary due to
a number of factors including the currency and long-term economic conditions of the countries where they are situated.
Income statement
The charge to the income statement comprises:
The actual return on plan assets during 2022 was €(5,987) million, being €(6,483) million of asset returns and €496 million of interest income shown
in the tables above (2021: €2,302 million).
The experience has been more in absolute terms than seen in previous few years as the impact of high in-year inflation feeds into benefit costs and
liabilities.
Movements in irrecoverable surplus during the year:
Rest of Rest of
(a) (a)
UK Netherlands world 2022 Total UK Netherlands world 2021 Total
Duration (years) 13 15 11 4 to 18 18 18 12 7 to 21
Active members 8% 8% 19% 11% 12% 12% 20% 14%
Deferred members 31% 38% 14% 28% 36% 43% 17% 33%
Retired members 61% 54% 67% 61% 52% 45% 63% 53%
(a) Rest of world numbers shown are weighted averages by liabilities.
Plan assets
The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require
disaggregated disclosure.
€ million € million
31 December 2022 31 December 2021
Rest of Rest of
UK Netherlands world 2022 Total UK Netherlands world 2021 Total
Total Assets 8,704 5,343 5,314 19,361 14,332 6,099 6,255 26,686
Assets
Equities Total 284 983 1,363 2,630 1,714 1,676 1,835 5,225
– Europe 61 165 440 666 352 271 569 1,192
– North America 160 604 594 1,358 1,030 1,001 829 2,860
– Other 63 214 329 606 332 404 437 1,173
Fixed Income Total 5,757 3,269 2,696 11,722 8,875 3,353 3,176 15,404
– Government bonds 3,795 1,297 1,215 6,307 6,243 1,179 1,396 8,818
– Investment grade corporate bonds 871 530 905 2,306 1,160 537 1,109 2,806
– Other Fixed Income 1,091 1,442 576 3,109 1,472 1,637 671 3,780
Private Equity 500 90 40 630 424 77 17 518
Property and Real Estate 930 422 387 1,739 1,021 517 356 1,894
Hedge Funds 225 – 76 301 381 – 75 456
Other 1,341 325 317 1,983 1,823 322 359 2,504
Other Plans – – 417 417 – – 421 421
Derivatives (333) 254 18 (61) 94 154 16 264
The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value
of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. The Group uses derivatives and
other instruments to hedge some of its exposure to inflation and interest rate risk – the degree of this hedging of liabilities was over 100% for both
interest rate and inflation for the UK plan and approximately 60% for interest rate and approximately 20% for inflation for the Netherlands plan at
year end. Foreign currency exposures, in part, are also hedged by the use of forward foreign exchange contracts. Assets included in the Other
category are cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to €1 million (0.003% of total plan assets) and €1 million (0.002% of total plan assets) at 31
December 2022 and 2021 respectively. Property includes property occupied by Unilever amounting to €77 million and €74 million at 31 December
2022 and 2021 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to €39 million (2021: €38 million) to fund pension and similar
obligations in the US (see also note 17A on page 194).
Sensitivities
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
Change in liabilities
Change in assumption UK Netherlands Total
Discount rate Increase by 0.5% -6% -7% -6%
Inflation rate Increase by 0.5% 4% 7% 5%
A decrease in each assumption would have a comparable and opposite impact on liabilities.
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
As at 31 December 2022, the Group had share-based compensation plans in the form of performance shares and other share awards.
The numbers in this note include those for Executive Directors shown in the Directors’ Remuneration Report on pages 109 to 131 and those for key
management shown in note 4A on page 161. Non-Executive Directors do not participate in any of the share-based compensation plans.
The charge in each of the last three years is shown below, and relates to equity-settled plans:
Additional information
At 31 December 2022, shares in PLC totalling 18,842,270 (2021: 15,370,746) were outstanding in respect of share-based compensation plans of PLC
and its subsidiaries, including North American plans.
At 31 December 2022, the employee share ownership trust held 2,727,097 (2021: 4,453,244) PLC shares and PLC and its subsidiaries held 327,303
(2021: 847,914) PLC shares which are held as treasury shares.
(c)
Net finance costs before non-underlying items (486) (364) (449)
Interest related to the UK tax audit of intangible income and centralised
services 3 (7) 10 (56)
(493) (354) (505)
(a) Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results
from the hedge accounting reserve. Includes an amount of €(20) million (2021: €(19) million) relating to unwinding of discount on deferred consideration for
acquisitions.
(b) For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.
(c) See note 3 for explanation of non-underlying items.
6. Taxation
6A. Income tax
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent
that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance
sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because
of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is
subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions
for tax payments that may arise in future years with respect to transactions already undertaken. Provisions are made against individual
exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law
decisions or rulings on similar issues and relevant external advice. The provision is estimated based on one of two methods, the expected value
method (the sum of the probability-weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on
which is expected to better predict the resolution of the uncertainty.
The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies, and
the actual rate of taxation charged is as follows:
Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces
concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for
tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies
and on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. Uncertain tax provisions
including the related interest and penalties amounted to €905 million (2021: €858 million). This includes €374 million (2021: €282 million) related to
the Horlicks intangible amortisation in India on which no interest is relevant as the cash tax has been paid. The effective tax rate has been
significantly reduced by the impact of the Tea business disposal which benefited from the participation exemption in the Netherlands.
The Group's future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation,
the implementation of the OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of
our business.
■ the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and
■ differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
At the balance sheet date, the Group had unused tax losses of €1,352 million (2021: €4,649 million) and tax credits amounting to €893 million (2021:
€785 million) available for offset against future taxable profits. Of the reduction in unused tax losses €3,356 million relates to liquidation of the
entity concerned. Deferred tax assets have not been recognised in respect of unused tax losses of €668 million (2021: €4,247 million) and tax credits
of €448 million (2021: €418 million), as it is not probable that there will be future taxable profits within the entities against which the losses and
credits can be utilised. Of these losses, €196 million (2021: €254 million) have expiry dates, being corporate income tax losses in the US, Korea and
China which expire between now and 2038.
Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning
strategies to utilise the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against
which the losses can be utilised. Profit forecasts used are consistent with those used in other areas of the business.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of €269 million (2021: €1,651 million) as it is not
expected they will be utilised. Of these differences, €199 million (2021: €1,583 million) relates to limitation on the deduction of interest expenses.
There is no expiry date for these differences. Of the reduction, €1,387 million relates to liquidation of the entity concerned.
At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which
deferred tax liabilities have not been recognised was €2,420 million (2021: €2,247 million). No liability has been recognised in respect of these
differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such
differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and
when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in
the consolidated balance sheet:
Tax effects directly recognised in equity or other comprehensive income were as follows:
Earnings per share for total operations for the 12 months were as follows:
€ € €
2022 2021 2020
Basic earnings per share 3.00 2.33 2.13
Diluted earnings per share 2.99 2.32 2.12
Underlying earnings per share 2.57 2.62 2.48
Four quarterly interim dividends were declared and paid during 2022, totalling £1.45 (2021: £1.48) per PLC ordinary share.
A quarterly dividend of €1,086 million (2021: €1,137 million) was declared on 9 February 2023, to be paid in March 2023; £0.38 per PLC ordinary share
(2021: £0.36). Total dividends declared in relation to 2022 were £1.48 (2021: £1.46) per PLC ordinary share.
€ million Finite-life intangible assets
Indefinite-life
Movements during 2021 Goodwill intangible assets Software Other Total
Cost
1 January 2021 20,118 15,420 2,819 1,074 39,431
Additions through business combinations 741 1,753 – 1 2,495
Disposal of businesses (2) – – – (2)
(c)
Reclassification to held for sale (534) (362) (7) – (903)
Additions – – 229 2 231
Disposals and other movements (18) – (44) (3) (65)
Hyperinflationary adjustment 96 7 – – 103
Currency retranslation 1,088 863 192 40 2,183
31 December 2021 21,489 17,681 3,189 1,114 43,473
Accumulated amortisation and impairment
1 January 2021 (1,176) (211) (2,282) (821) (4,490)
Amortisation/impairment for the year – – (222) (52) (274)
Disposals and other movements 18 1 48 2 69
Currency retranslation (1) (1) (153) (32) (187)
31 December 2021 (1,159) (211) (2,609) (903) (4,882)
Net book value 31 December 2021 20,330 17,470 580 211 38,591
(a) Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2022 as well as subsequent changes in the fair value of goodwill and
intangibles for the acquisitions made in 2021 where the initial acquisition accounting was provisional at the end of 2021. See note 21 for further details.
(b) Within indefinite-life intangible assets there are five existing brands that have a significant carrying value: Horlicks €2,759 million (2021: €2,898 million), Knorr €1,839
million (2021: €1,803 million), Paula's Choice €1,764 million (2021: €1,660 million), Carver Korea €1,456 million (2021: €1,452 million) and Hellmann’s €1,261 million
(2021: €1,196 million).
(c) Goodwill and intangibles in relation to ekaterra amounting to €899 million were reclassified as held for sale.
Significant CGUs
The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of
goodwill and indefinite-life intangible as at 31 December 2022.
2022 GCGUs
€ billion
Goodwill
Beauty & Wellbeing 4.9
Personal Care 4.1
Home Care 0.9
Nutrition 8.3
Ice Cream 3.4
Total GCGUs 21.6
2022 CGUs
€ billion
Indefinite- life
intangible assets
Nutrition South Asia 3.3
Nutrition Europe, ANZ & METU 1.4
Nutrition North America 1.0
Prestige 2.8
Beauty & Wellbeing North Asia 1.5
Health & Wellness 1.6
Total Significant CGUs 11.6
(a)
Others 6.6
Total CGUs 18.2
(a)
Included within Others are individually insignificant amounts of intangible assets.
Key assumptions
In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the
present value of projected future cash flows. Each GCGU's value in use is based on the aggregated value in use of the CGUs grouped under the
respective GCGU.
Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for
the five years are based on past performance and on the Group’s three-year strategic plan, de-risked to ensure reasonability and extended to
years four and five. The Group's three-year strategic plan factors in initiatives we are undertaking to reduce carbon emissions in line with our CTAP
and impacts of climate change on our operational costs. The growth rates used in this exercise for GCGUs and significant CGUs are set out below:
Beauty &
Group of CGUs Wellbeing Personal Care Home Care Nutrition Ice Cream
Longer-term sustainable growth rates 3% 3% 4% 3% 3%
Average near-term nominal growth rates 6% 3% 4% 5% 6%
The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own
three-year average growth projection and external forecasts for the relevant market.
In 2022, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined
based on the weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across
different markets, the CGU discount rates are in the range 7.4% – 11.8% (2021: 6.4% – 7.6%).
There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.
€ million € million
Property, plant and equipment Notes 2022 2021
Owned assets 10A 9,416 8,833
Leased assets 10B 1,354 1,514
Total 10,770 10,347
The Group has commitments to purchase property, plant and equipment of €356 million (2021: €386 million).
Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse
facilities and office space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of €105 million (2021: €96 million) for short-term leases and €74 million (2021: €71
million) on leases for low-value assets.
During the year, the Group recognised income of €12 million (2021: €16 million) from sublet properties.
The total cash outflow relating to leases was €590 million (2021: €535 million).
Lease liabilities are shown in note 15 on pages 181 and 183.
€ million € million
2022 2021
Interest in net assets of joint ventures 65 37
Interest in net assets of associates 19 23
(a)
Long-term trade and other receivables 520 499
(b)
Other non-current assets 338 415
942 974
(a) Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
(b) Includes direct tax assets, withholding tax assets, interest on tax assets and contingent assets.
(a) Our principal joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi
Lipton International Ltd for the rest of the world.
The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no contingent liabilities in
relation to its interests in the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page 203.
12. Inventories
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a
proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make
the sale.
€ million € million
Inventories 2022 2021
Raw materials and consumables 2,062 1,598
Finished goods and goods for resale 4,248 3,393
Total inventories 6,310 4,991
Provision for inventories (379) (308)
5,931 4,683
€ million € million
Provision for inventories 2022 2021
1 January 308 284
Charge to income statement 164 65
Reduction/(releases) (66) (56)
Currency translations (12) 9
(a)
Others (15) 6
31 December 379 308
(a) Others include the amount relating to the acquisition/disposal of businesses and transfers.
Inventories with a value of €189 million (2021: €163 million) are carried at net realisable value, this being lower than cost. During 2022, a total
expense of €407 million (2021: €281 million) was recognised in the income statement for inventory write-downs and losses.
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations
of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of
collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a
single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting
the likelihood of recovery and for balances past due with a probability of default based on historical data as well as relevant forward-
looking information.
€ million € million
Trade and other current receivables 2022 2021
Due within one year
Trade receivables 4,544 3,582
Prepayments and accrued income 969 492
Other receivables 1,543 1,348
7,056 5,422
Included within trade receivables are discounts due to our customers of €2,436 million (2021: €2,126 million). Other receivables comprise financial
assets of €317 million (2021: €354 million) and non-financial assets of €1,226 million (2021: €994 million). Financial assets include supplier and
customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €753 million (2021:
€598 million).
€ million € million
Ageing of trade receivables 2022 2021
Not overdue 3,919 3,070
Past due less than three months 498 470
Past due more than three months but less than six months 96 75
Past due more than six months but less than one year 69 44
Past due more than one year 150 124
Total trade receivables 4,732 3,783
Impairment provision for trade receivables (188) (201)
4,544 3,582
The total impairment provision includes €188 million (2021: €201 million) for current trade receivables, €22 million (2021: €22 million) for other
current receivables and €68 million (2021: €63 million) for non-current trade and other receivables.
€ million € million
Impairment provision for total trade and other receivables 2022 2021
1 January 286 276
Charge to income statement 27 35
Reduction/releases (44) (31)
Reclassifications 4 (3)
Currency translations 5 9
31 December 278 286
■ social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method;
■ deferred consideration is subsequently measured at fair value with changes in the income statement as explained below; and
■ others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised
Deferred consideration
Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise
contingent consideration and fixed deferred consideration:
■ fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions; and
■ contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable.
All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently,
deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the
income statement. In the balance sheet, it is remeasured to reflect the latest estimate of the achievement of the conditions on which the
consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs within non-
underlying items in the income statement.
We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.
€ million € million
Trade payables and other liabilities 2022 2021
Current: due within one year
Trade payables 11,100 8,896
Accruals 5,232 4,429
Social security and sundry taxes 626 447
Deferred consideration 78 44
Others 987 1,045
18,023 14,861
Non-current: due after more than one year
Accruals 141 91
Deferred consideration 102 152
Others 27 32
270 275
Total trade payables and other liabilities 18,293 15,136
Included within trade payables and other liabilities are discounts due to our customers of €2,121 million (2021: €1,878 million).
Included within others are IT and consulting services.
Deferred consideration
At 31 December 2022, the total balance of deferred consideration for acquisitions is €180 million (2021: €196 million), which includes contingent
consideration of €164 million (2021: €180 million). These contingent consideration payments are dependent on acquired businesses achieving
contractually agreed financial targets (mainly relates to cumulative increases in turnover and profit before tax) until 2025, with a maximum
contractual amount of €575 million.
Supplier financing arrangements for trade payables
Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances, we provide suppliers
and/or banks with visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they
choose to do so. Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable
is purchased by a third-party bank, that third-party bank does not benefit from additional security when compared to the security originally
enjoyed by the supplier. The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should
be classified as a financial liability. At 31 December 2022 and 31 December 2021, all such liabilities were classified as trade payables.
Financial liabilities
Financial liabilities are initially recognised at fair value, less any directly related transaction costs. When bonds are designated as being part
of a fair value hedge relationship, in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with
changes in value shown in the income statement. Put options are initially recognised at the present value of the expected gross obligation, with
changes in value being recognised in the income statement. Other financial liabilities, which includes put options, are subsequently carried at
amortised cost, with the exception of:
■ financial liabilities which the Group has elected to measure at fair value through profit or loss;
■ contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is
■ secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);
■ protect the Group’s financial results and position from financial risks (see note 16);
■ maintain market risks within acceptable parameters, while optimising returns (see note 16); and
■ protect the Group’s financial investments, while maximising returns (see note 17).
The Treasury department provides central deposit-taking, funding and foreign exchange management services for the Group’s operations. The
department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and
exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely
by senior management. Reviews are undertaken periodically by corporate audit.
Key instruments used by the Treasury department are:
■ short-term and long-term borrowings;
■ cash and cash equivalents; and
■ plain vanilla derivatives, including interest rate swaps and foreign exchange contracts.
The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief
Financial Officer. The use of leveraged instruments is not permitted.
Unilever considers the following components of its balance sheet to be managed capital:
■ total equity – retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B);
■ short-term debt – current financial liabilities (note 15C); and
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an
appropriate balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of
key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital
structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we
consider to be the equivalent of a credit rating of at least A/A2 in the long term. This provides us with:
■ appropriate access to the debt and equity markets;
■ sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by
the credit rating agencies on a regular basis.
For information on the rights of shareholders of PLC see the Corporate Governance report on pages 83 to 94.
15B. Equity
Basis of consolidation
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant
subsidiaries is provided on page 204.
Subsidiaries with significant non-controlling interests
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary
financial information in relation to HUL is shown below.
€ million € million
HUL balance sheet as at 31 December 2022 2021
Non-current assets 6,354 6,616
Current assets 1,604 1,454
Current liabilities (1,258) (1,212)
Non-current liabilities (1,152) (1,231)
HUL comprehensive income for the year ended 31 December
Turnover 6,828 5,581
Profit after tax 1,190 977
Total comprehensive income 940 1,334
€ million € million
HUL cash flow for the year ended 31 December 2022 2021
Net increase/(decrease) in cash and cash-equivalents 95 (176)
Unilever acquired 34,217,605 of its own shares (2021: 62,976,145) through purchases on stock exchanges during the year.
At 31 December 2022, 2,727,097 shares were held by employee share ownership trust and 327,303 shares were held by other group companies in
connection with share-based compensation plans. The shares held by the employee share trust are shown as a deduction from other reserves. The
total number of treasury shares held in connection with share-based compensation plans at 31 December 2021 was 5,301,158 shares. (See note 4C
on pages 167 and 168).
€ million € million
Currency retranslation reserves – movements during the year 2022 2021
1 January (6,043) (7,068)
Currency retranslation of group companies net assets and liabilities during the year 212 176
Movement in net investment hedges and exchange differences in net investments in foreign operations 28 849
31 December (5,803) (6,043)
€ million € million
Fair value reserves – movements during the year 2022 2021
1 January 502 250
Movements in Other comprehensive income, net of tax
Gains/(losses) on equity instruments 45 147
Gains/(losses) on cash flow hedges (92) 276
Hedging gains/(losses) transferred to non-financial assets (126) (171)
31 December 329 502
Refer to the consolidated statement of comprehensive income on page 150, the consolidated statement of changes in equity on page 151, and
note 6C on page 171.
2021
(a)
Bank loans and overdrafts (411) (16) (2) – – 27 (402)
(a)
Bonds and other loans (24,585) (1,877) – (1,145) 37 (51) (27,621)
(b)
Lease liabilities (1,771) 471 (5) (65) – (279) (1,649)
Derivatives (315) – – (3) 124 10 (184)
(a)
Other financial liabilities (223) – – 13 – (67) (277)
Total (27,305) (1,422) (7) (1,200) 161 (360) (30,133)
(a) These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial
liabilities and repayment of financial liabilities. The difference of €9 million (2021: €39 million) represents cash movements in overdrafts that are not included in
financing cash flows.
(b) Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €28 million (2021: €7
million) represents gain or loss from termination and modification of lease contracts.
(c) Other movements includes financial liabilities of Nil (2021: €80 million), classified as held for sale, refer to note 22 for further details.
(a) Bonds includes €(537) million (2021: €(47)million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
(a) Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2022 and 2021. Fair value changes on basis
spread is recorded in a separate account within equity.
The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the
following sections:
■ liquidity risk (see note 16A);
The Group’s risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €42 million (2021: €53 million).
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management
of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to
manage the volatility in income statement arising from market risk.
Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity
Risk Management teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge
relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship continues to exist between
the hedged item and hedging instrument. The Group generally enters into hedge relationships where the critical terms of the hedging instrument
match exactly with the hedged item, meaning that the economic relationship between the hedged item and hedging instrument is evident, so
only a qualitative assessment is performed. When a qualitative assessment is not considered sufficient, for example when the critical terms of the
hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge effectiveness will also be performed. The
hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the hedging instrument to
the hedged item (in most instances these are matched, so the hedge ratio is 1:1).
(ii) Currency risk The Group manages currency exposures within As an estimation of the approximate impact
Currency risk on sales, purchases and prescribed limits, mainly through the use of of the residual risk, with respect to financial
borrowings forward foreign currency exchange contracts. instruments, the Group has calculated the
impact of a 10% change in exchange rates.
Because of Unilever’s global reach, it is subject Operating companies manage foreign
to the risk that changes in foreign currency exchange exposures within prescribed limits. Impact on income statement
values impact the Group’s sales, purchases
The aim of the Group’s approach to A 10% strengthening of the foreign currencies
and borrowings.
management of currency risk is to leave the against the respective functional currencies
At 31 December 2022, the exposure to the Group with no material residual risk. of group companies would have led to
Group from companies holding financial approximately an additional €32 million
assets and liabilities other than in their loss in the income statement (2021:
functional currency amounted to €315 million €23 million loss).
(2021: €230 million).
A 10% weakening of the foreign currencies
against the respective functional currencies
of group companies would have led to an
equal but opposite effect.
Impact on equity – trade-related cash flow
hedges
A 10% strengthening of foreign currencies
against the respective functional currencies
of group companies hedging future trade
cash flows and applying cash flow hedge
accounting, would have led to €99 million
loss (2021: €113 million loss) in equity.
A 10% weakening of the same would have
led to an equal but opposite effect.
EUR 2,000 –
USD 1,267 1,192
GBP 339 –
Total 3,606 1,192
(a) See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.
€ million € million
2022 2021
Current financial liabilities (5,775) (7,252)
Non-current financial liabilities (23,713) (22,881)
Total financial liabilities (29,488) (30,133)
Less: lease liabilities (1,408) (1,649)
Financial liabilities (excluding lease liabilities) 28,080 28,484
Of which:
Fixed rate (weighted average amount of fixing for the following year) (19,594) (20,787)
(a) Swaps that hedge the currency risk on intra-group loans and offset ‘Hedges of net investments in foreign operations’ are included within ‘Hedge accounting not
applied’. See below for further details.
Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in the income statement.
All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right
to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.
Debt instruments
The subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories that debt instruments are classified as:
■ financial assets at amortised cost;
Equity instruments
The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on
equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends
from these investments continue to be recognised in the income statement.
Impairment of financial assets
Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are
assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a
significant increase in credit risk on an ongoing basis.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at the reporting
date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking
information. Macroeconomic information (such as market interest rates or growth rates) is also considered.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with
the company. Impairment losses on assets classified as amortised cost are recognised in the income statement. When a later event causes the
impairment losses to decrease, the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on
debt instruments classified as fair value through other comprehensive income are recognised in the income statement.
There were no significant changes on account of change in business model in classification of financial assets since 31 December 2021.
There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value
through other comprehensive income.
€ million € million
Cash and cash equivalents reconciliation to the cash flow statement 2022 2021
Cash and cash equivalents per balance sheet 4,326 3,415
Less: Bank overdrafts (101) (106)
Add: Cash and cash equivalents included in assets held for sale – 90
Less: Bank overdraft included in liabilities held for sale – (12)
Cash and cash equivalents per cash flow statement 4,225 3,387
Approximately €1.1 billion (or 26%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum
flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. The
Group maintain access to global debt markets through an infrastructure of short-and long-term debt programmes. The Group make use of plain
vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B
and 16C on pages 186 to 191.
The remaining €3.2 billion (or 74%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves
on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This
balance includes €449 million (2021: €83 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/
or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be
invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the
Group to meet its cash obligations.
The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2022
and 2021. The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their
short-term nature.
■ Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2021. There were also
no significant movements between the fair value levels since 31 December 2021.
The impact in 2022 income statement due to Level 3 instruments is a gain of €11 million (2021: gain of €40 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
€ million € million
Reconciliation of movements in Level 3 valuations 2022 2021
1 January 748 550
Gains and losses recognised in income statement 11 40
Gains and losses recognised in other comprehensive income 55 190
Purchases and new issues 94 30
Sales and settlements* (212) (62)
31 December 696 748
* This includes €(157) million movement due to derecognition of Unilever Ventures' equity interest in Nutrafol before business combination (refer to
note 21 for more details).
19. Provisions
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the
amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.
€ million € million
Provisions 2022 2021
Due within one year 748 480
Due after one year 550 611
Total provisions 1,298 1,091
Restructuring provisions primarily include people costs such as redundancy costs and the cost of compensation where manufacturing, distribution,
service or selling agreements are to be terminated. The Group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed,
along with other consumer product companies and retail customers, Unilever is involved in a number of ongoing investigations by national
competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific
issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions
is uncertain.
Provisions for Brazil indirect taxes are comprised of disputes with Brazilian authorities, in particular relating to tax credits that can be taken for the
PIS and COFINS indirect taxes. These provisions are separate from the matters listed as contingent liabilities in note 20. Unilever does not have
provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes, the timing of utilisation of these provisions
is uncertain.
Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The
timing of utilisation of these provisions is uncertain.
Lease commitments are the future cash outflows from the lease contracts which are not recorded in the measurement of lease liabilities. These
include potential future payments related to leases of low-value assets, leases which are less than twelve months, variable leases, extension
and termination options and leases not yet commenced but which we have committed to.
Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to
purchase property, plant and equipment, which are reported in note 10 on pages 175 to 177.
Contingent liabilities
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that
may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there
is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental,
so contingent liabilities are disclosed on the basis of the known maximum exposure.
Contingent liabilities arise in respect of litigations against group companies, investigations by competition, regulatory and fiscal authorities and
obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The
majority of contingent liabilities are in respect of fiscal matters in Brazil.
In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.
€ million € million
Summary of contingent liabilities 2022 2021
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties 3,292 2,549
Inputs for PIS and COFINS taxes 40 36
Goodwill amortisation 154 137
Other tax assessments – approximately 700 cases 876 749
Total Brazil Tax 4,362 3,471
Other contingent liabilities 609 656
Total contingent liabilities 4,971 4,127
Brazil tax
During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement
from the Federal Revenue Service in respect of indirect taxes regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of
our local corporate structure was undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done
by many companies in Brazil. The original dispute was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised
in respect of a similar matter. Additionally, during the course of 2014 and between 2017 and 2022, other notices of infringement were issued based
on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of this matter is €3,292 million (2021:
€2,549 million).
The Group believes that the likelihood that the Brazilian tax authorities will ultimately prevail is low, however there can be no guarantee of success
in court. In each case we believe our position is strong, so they have not been provided for and are considered to be contingent liabilities. Due to
the fiscal environment in Brazil, the possibility of further tax assessments related to the same matters cannot be ruled out. We expect that tax
litigation cases related to this matter may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case,
we will be required to make a judicial deposit or provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in
Brazil is likely to take a number of years to conclude.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note
19. Unilever does not hold provisions and contingent liabilities for the same matters.
2022
In 2022, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2022 is €811 million
(2021: €2,117 million for acquisitions completed during that year). More information related to the 2022 acquisition is provided below.
Nutrafol Acquisition
On 7 July 2022, Unilever acquired a further 67% of the shares of Nutrafol, a US-based hair wellness company in which Unilever Ventures previously
held a minority stake (13%), to bring Unilever’s total equity interest to 80%. The fair value of Unilever Ventures' equity interest in Nutrafol before the
business combination amounted to €157 million, with a gain of €149 million recognised as Other Comprehensive Income prior to derecognition
of the investment. Strategically, Nutrafol expands our Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness
supported by digital-first capabilities. We believe Unilever’s capabilities and sustainability principles will allow us to protect the legacy of the brand
while strengthening it.
The total consideration paid for the 67% share of Nutrafol was €811 million, all of which was settled in cash on completion.
The provisional fair value of net assets recognised on the balance sheet is €487 million. Currently all balances remain provisional as we finalise our
review of the asset valuations. The main asset acquired was the brand intangible valued using an income approach model by estimating future
cash flows generated by the brand and discounting them to present value using rates in line with a market participant expectation. The key
assumptions in the brand valuation are revenue growth and discount rates. A deferred tax liability primarily related to the brand intangibles
estimated at €153 million was also recognised.
As part of the acquisition, goodwill of €580 million has been recognised and is not deductible for tax purposes. Since the acquisition date, the
goodwill balance has decreased by €25 million as a result of foreign exchange. Goodwill represents the future value that the Group believes it will
obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses. Detailed
information relating to goodwill is provided in note 9 on pages 172 to 175.
2021
In 2021 the Group completed the business acquisitions and disposals listed below. In each case (unless otherwise stated), 100% of the businesses
were acquired. For all businesses acquired, the acquisition accounting has been finalised. Subsequent changes to the provisional numbers
published last year are immaterial. Total consideration for 2021 acquisitions was €2,117 million.
Acquisitions
The following table sets out the overall impact of the Nutrafol acquisition in 2022 as well as comparative years on the consolidated balance
sheet. The fair values currently used for opening balances of the Nutrafol acquisition are provisional. These balances remain provisional due to
outstanding relevant information in regard to facts and circumstances that existed as of the acquisition date and/or where valuation work is still
ongoing.
In 2022, the net assets acquired and total payment for the Nutrafol acquisition consists of:
€ million
2022
Intangible assets 603
Other non-current assets –
Trade and other receivables 11
(a)
Other current assets 70
(b)
Non-current liabilities (160)
Current liabilities (37)
Net assets acquired 487
Non-controlling interest (99)
Goodwill 580
Total consideration 968
Of which:
Cash consideration paid for 67% stake 811
Fair value of 13% stake previously held by Unilever Ventures 157
(a) Other current assets include inventories of €41 million and cash and cash equivalents of €29 million.
(b) Non-current liabilities include deferred tax of €153 million.
Disposals
Total consideration for 2022 disposals is €4,606 million (2021: €49 million for disposals completed during that year). The following table sets out
the effect of disposals in 2022 and comparative years on the consolidated balance sheet. The results of disposed businesses are included in the
consolidated financial statements up until their date of disposal.
€ million € million
2022 2021
(a)
Goodwill and intangible assets 948 3
(b)
Other non-current assets 1,075 4
(c)
Current assets 833 10
(d)
Liabilities (649) (3)
Net assets sold 2,207 14
(Gain)/loss on recycling of currency retranslation on disposal 65 0
Profit/(loss) on sale attributable to Unilever 2,334 35
Consideration 4,606 49
Of which:
Cash 4,606 40
Cash balances of businesses sold 20 3
Non-cash items and deferred consideration (20) 6
(a) Includes €548 million of allocated goodwill and €395 million related to intangibles related to Tazo, T2, Pukka and Glen for the disposal of ekaterra.
(b) Non-current assets include PPE of €453 million and deferred tax assets of €595 million related to the disposal of ekaterra.
(c) Current assets include inventories of €301 million and trade and other receivables of €487 million related to the disposal of ekaterra.
(d) Liabilities include €518 million of trade payables, €59 million of financial liabilities and €31 million of deferred tax liabilities related to the disposal of ekaterra.
ekaterra Disposal
On 1 October 2021, Unilever completed the internal reorganisation whereby it separated elements of its Tea business into ekaterra, a separate
legal structure, which at the time was still 100% owned by Unilever. In November 2021, Unilever Group signed an agreement to sell ekaterra to CVC
Capital Partners.
On 1 July 2022, Unilever sold ekaterra, to CVC Capital Partners for €4,594 million cash consideration. The transaction involved the sale of 100%
shares of ekaterra Holdings B.V. and tea business assets in a small number of jurisdictions that were delayed for local tax and/or legal reasons.
Profit on this disposal was €2,303 million, recognised as a non-underlying item (see note 3).
€ million € million
(a) (b)
2022 2021
Total Total
(c)
Property, plant and equipment held for sale 4 2
Non-current assets
Goodwill and intangibles 2 901
Property, plant and equipment 20 447
Deferred tax assets – 329
Other non-current assets – 25
22 1,702
Current assets
Inventories – 258
Trade and other receivables 2 336
Current tax assets – 11
Cash and cash equivalents – 90
Other current assets – 2
2 697
Assets held for sale 28 2,401
Current liabilities
Trade payables and other current liabilities 2 652
Current tax liabilities – 9
Financial liabilities due within one year 2 49
Provisions – 8
4 718
Non-current liabilities
Pension and post-retirement healthcare liabilities – 12
Financial liabilities due after one year – 31
Other non-current liabilities – 2
Deferred tax liabilities – 57
– 102
Liabilities held for sale 4 820
(a) In 2022, disposal groups held for sale relate to the disposal of the Foods factory in Tula (Nutrition), expected to be disposed in Q1 2023 as part of the disposal of Calve
and Baltimore in Russia and Kazakhstan (€17 million), and deferred ekaterra transactions in Turkey and Vietnam (€3 million), expected to be disposed in Q1 2023.
(b) In 2021, disposal groups held for sale were primarily related to the Tea Business which was disposed of during the year.
(c) Includes manufacturing assets held for sale.
On disposal of an asset or disposal group, the associated currency translation difference, including amounts previously reported within equity,
is reclassified to the income statement as part of the gain or loss on disposal. This is estimated to be a €14 million loss.
Joint ventures
The following related party balances existed with joint venture businesses at 31 December:
€ million € million
2022 2021
Related party balances Total Total
Sales to joint ventures 1,158 1,060
Purchases from joint ventures 134 127
Receivables from joint ventures 78 71
Payables to joint ventures 33 36
Loans to joint ventures 226 241
Royalties and service fees 22 20
Significant joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the
US and Pepsi Lipton International Ltd for the rest of the world.
Associates
There are no trading balances due to or from associates.
Langholm Capital II was launched in 2009. Unilever has invested €65 million in Langholm II, with an outstanding commitment at the end of 2022
of €1 million (2021: €1 million). During 2022, Unilever received €1 million (2021: €32 million) from its investment in Langholm Capital II.
Dividend
On 9 February 2023, Unilever announced a quarterly dividend with the 2022 fourth-quarter results of £0.3812 per PLC ordinary share. The total value
of the announced dividend is €1,086 million.
Brand disposal
On 14 February 2023, Unilever has announced the sale of its Suave brand in North America to Yellow Wood Partners LLC. The Suave beauty and
personal care brand includes hair care, skin care, skin cleansing and deodorant products. The transaction is expected to close in the second
quarter of 2023, subject to regulatory approvals and closing conditions.
Debt issuance
On 23 February 2023, Unilever issued €500 million 3.25% fixed rate notes maturing in 2031 and €500 million 3.50% fixed rate notes maturing in 2035.
See pages 214 to 224 for a complete list of subsidiary undertakings, associates and joint ventures.
£ million £ million
(a) On 15 June 2021, the High Court of Justice of England and Wales approved the reduction of share premium by an amount of £18,400 million which has led to a
decrease in share premium and a corresponding increase in the amount of profit retained.
(b) During 2022, Unilever PLC repurchased 34,217,605 PLC ordinary shares (2021: 62,976,145). Consideration paid for the repurchase of these shares including transaction
costs was £1,295 million (2021: £2,581 million) which was initially recorded in other reserves.
(c) At 31 December 2022, 2,727,097 (2021: 4,453,244) treasury shares are held at an employee share ownership trust.
Balance sheet
as at 31 December
£ million £ million
Current assets
Trade and other current receivables 6 235 154
235 154
Total assets 77,926 77,750
Liabilities
Current liabilities
Trade payables and other current liabilities 7 8,832 6,483
Financial liabilities 8 – 550
8,832 7,033
Non-current liabilities
Financial liabilities 8 1,866 1,536
Provisions 2 2
1,868 1,538
Total liabilities 10,700 8,571
Equity
Shareholders’ equity
Called up share capital 9 82 82
Share premium account 9 47,125 47,125
Capital redemption reserve 15 15
Other reserves 9 (4,022) (2,794)
Retained profit 9 24,026 24,751
67,226 69,179
Total liabilities and shareholders’ equity 77,926 77,750
The financial statements on pages 206 to 213 were approved by the Board of Directors on 1 March 2023.
On behalf of the Board of Directors
Foreign currency
2. Income from shares in group companies
The Company’s functional and presentational currency is pound
sterling. Transactions in foreign currencies are translated to the £ million £ million
Company’s functional currency at the foreign exchange rate ruling
2022 2021
at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are Dividends received from shares in group
retranslated to the functional currency at the foreign exchange rate undertakings 3,237 2,421
ruling at that date. Non-monetary assets and liabilities that are 3,237 2,421
measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are stated 3. Taxation
at fair value are retranslated to the functional currency at foreign
exchange rates ruling at the date the fair value was determined. £ million £ million
Foreign exchange differences arising on translation of monetary assets
and liabilities are recognised in the income statement. 2022 2021
Current tax
Turnover
Turnover excludes value added tax and includes royalties and service Current year 7 (39)
fees received from group companies. Royalty income from brand and Double taxation relief – –
technology licence arrangements is recognised at the time sales are
made by group companies. Revenue from services is recognised over Adjustments in respect of prior years 15 (22)
time based on the usage of these services by group companies. 22 (61)
Operating profit Deferred tax
The operating profit is stated after deducting the costs that are mainly Current year – (718)
related to the royalties and delivered services. Expenses are allocated
to the period in which they relate. Change in tax rate – 3
Adjustments in respect of prior years 13 3
Investment in subsidiaries
Shares in group companies are stated at cost less any amounts written 13 (712)
off to reflect an impairment. Tax (charge)/credit on profits on ordinary
activities 35 (773)
Financial guarantees
Where PLC enters into financial guarantee contracts to guarantee the
indebtedness of other companies within its group, they consider these The current UK corporate tax rate is 19% (2021: 19%). On 10 June 2021,
to be insurance arrangements and account for them as such. In this the Finance Act 2021 received Royal Assent, confirming that the UK rate
respect, PLC treats the guarantee contracts as a contingent liability of corporation tax will increase from 19% to 25% from 1 April 2023. This
until such time as it becomes probable that it will be required to make will have a consequential impact on the company's future tax charge.
a payment under the guarantee. IFRS 17 ‘Insurance Contracts’ has Deferred tax balances are measured at the tax rate to be applied when
been released but is not yet adopted by the Company. The standard temporary differences are expected to reverse in the future.
is effective from the year ended 31 December 2023 and introduces a
new model for accounting for insurance contracts. We are currently
assessing the impact of this new standard on this accounting policy.
Capital Redemption Reserve
The nominal value of shares cancelled is transferred from share capital
to the capital redemption reserve.
£ million £ million Investments include the subsidiary company Hindustan Unilever Limited
Reconciliation of tax expense 2022 2021 (HUL), with a cost of £2,197 million (2021: £2,197 million). The shares of
HUL are listed on the Bombay Stock Exchange and National Stock
Profit/(loss) for the year 2,953 5,153
Exchange and have a market value of £28,588 million (2021: £26,195
Tax using the UK corporation tax rate of 19% million) as at 31 December 2022. Information on the non-controlling
(2021: 19%) (561) (979) interest in HUL is given in note 15B of the consolidated financial
Tax effects of: statements.
Income not subject to tax (primarily tax- Investments in subsidiaries comprise equity shares of group companies.
exempt dividends) 615 460 These investments only generate cash inflows in combination with other
Non-deductible expenses 3 (2) assets within the Group. Accordingly, cash inflows are not independent
at any level below the cash generating units (CGUs) used for group
Effects of tax rates in foreign jurisdictions (65) (64) impairment testing purposes. Additionally, some investments benefit
Permanent differences – other 15 (171) from the synergies of multiple CGUs together. Management evaluates
on a case-to-case basis whether any impairment booked for the Group
(Under)/over provided in prior years 28 (20) impacts the carrying value of the investments. Based on the evaluation
Impact of change in tax rate on deferred tax for the current year, management has not determined any impairment
balances – 3 for investments.
Total tax expense 35 (773)
5. Other non-current assets
The movement in deferred tax asset is as below:
£ million £ million
Other 31 Dec 2022 31 Dec 2021
As at 1 compre- As at 31 (a)
January Income hensive December Loans to group companies 1,567 1,537
Movement in 2022 2022 statement income 2022 1,567 1,537
Pensions and similar (a) Loans to group companies are interest-bearing at market rates and are
obligations – – (1) (1) unsecured and repayable on demand.
Tax losses – 13 – 13
PLC does not consider the fair value of loans to group companies to be
Total deferred tax asset significantly different from their carrying values. As these are amounts
(net) – 13 (1) 12 due from other entities within the Group, PLC has estimated the
expected credit losses to be immaterial. Our historical experience of
collecting these balances supported by the level of default confirms
Other that the credit risk is low.
As at 1 compre- As at 31
January Income hensive December
Movement in 2021 2021 statement income 2021 6. Trade and other current receivables
Intangible assets 4 (706) – (702)
£ million £ million
Other 5 (5) – –
31 Dec 2022 31 Dec 2021
Total deferred tax asset (b)
before transfer (net) 9 (712) – (702) Amounts due from group companies 142 154
4. Investments in subsidiaries PLC does not consider the fair value of amounts due from group
companies to be significantly different from their carrying values. As
£ million these are amounts due from other entities within the Group, PLC has
estimated the expected credit losses to be immaterial. Our historical
experience of collecting these balances supported by the level of
Cost default confirms that the credit risk is low.
At 1 January 2021 73,803
At 31 December 2021 76,062 7. Trade payables and other current liabilities
Additions 50 £ million £ million
Disposals – 31 Dec 2022 31 Dec 2021
At 31 December 2022 76,112 Loans from group companies
(c)
3,000 3,000
(c)
Impairment losses Amounts owed to group companies 5,807 3,447
At 1 January 2021 (5) Taxation and social security – 13
At 31 December 2021 (5) Accruals and deferred income 25 23
At 31 December 2022 (5) 8,832 6,483
Net book value at 31 December 2022 76,107 (c) Amounts owed to group companies are mainly interest-bearing amounts
Net book value at 31 December 2021 76,057 that are repayable on demand. Other amounts are interest-free and settled
monthly. Loans from group companies are all interest-bearing at market rates
and are unsecured, repayable on demand and supported by
formal agreements.
£250 million 1.375% Notes 2024 (£) 250 250 Shares held in trust 2022 2021
£250 million 1.875% Notes 2029 (£) 247 248 1 January (213) (269)
£500 million 1.500% Notes 2026 (£) 498 497 Change during the year: – –
€650 million 1.500% Notes 2039 (€) 572 542 Transferred from NV – –
(d)
£300 million 2.125% Notes 2028 (£) 265 – Other purchases and utilisations 67 56
Commercial Paper (£) – 200 31 December (146) (213)
1,832 2,086
PLC holds 2,727,097 (2021: 4,453,244) of its own ordinary shares via the
(d) The 2.125% note includes £(34) million (2021: £Nil) fair value adjustment
following the fair value hedge accounting of fixed-for-floating interest rate employee share ownership trust.
swaps.
Share premium is the excess of the consideration received over the £ million £ million
nominal value of the shares issued. 2022 2021
(g)
On 15 June 2021, the High Court of Justice of England and Wales Profit for the year 2,988 4,380
approved the reduction of share premium by an amount of £18,400 Dividends
(h)
(2,783) (2,855)
million which has led to a decrease in share premium and a
corresponding increase in the amount of profit retained. To profit retained 205 1,525
(g) Profit for the year includes loss on disposal of intangible assets of £119 million
paid by the Company to Unilever IP Holdings B.V. Further to the IP Swap
transactions in 2021 and in line with the swap agreement, a true-up was
carried out to settle amounts with respect to certain IP that led to an unequal
transfer of IP assets between the companies.
(h) The dividend to be paid in March 2023 (see note 15) is not included in the 2022
dividend amount.
10. Treasury risk management The following related party transactions took place during the year
with subsidiaries:
The Company is exposed to market risks from its use of financial
instruments, the management of which is described in note 16B on £ million £ million
pages 188 to 191 in the consolidated financial statements. 2022 2021
Turnover
Market risks
Royalties 104 111
Currency risk Services 107 285
The Company's functional and presentational currency is pound
sterling, however the Company is exposed to loans and amounts due
from or owed to the group companies, and bonds that are Others
denominated in other currencies. The Company's exposure for holding Dividends received 3,237 2,421
monetary assets and liabilities in currencies other than its functional
currency is £36 million (2021: £45 million). The Company entered into Loans and related interest (79) (44)
derivatives to mitigate the foreign currency risk but does not apply Global IPR and service cost (248) (474)
hedge accounting.
Information on guarantees given by PLC to group companies is given in
Currency sensitivity analysis note 12 of the Company Accounts.
The sensitivity analysis below details the Company's sensitivity to a
10% change in the foreign currencies against the pound sterling. These
percentages represent management's assessment of the possible
12. Contingent liabilities and financial commitments
changes in the foreign exchange rates at the respective year-ends. The total amount of guarantees is £32,631 million (2021: £30,942
The sensitivity analysis includes only outstanding foreign currency million).
denominated monetary items and adjusts their translation at the
period-end for the above percentage change in foreign currency rates. This consists of guarantees relating to:
■ The long-term debt issued by group companies such as Unilever
A 10% strengthening of the foreign currencies against the pound Finance Netherlands B.V. and Unilever Capital Corporation, which are
sterling would have led to approximately an additional £4 million gain joint with Unilever United States, Inc.
in the income statement (2021: £5 million gain). ■ Commercial paper issued by Unilever Finance Netherlands B.V. and
loans and amounts due from or owed to the group companies, funds and of the group captive insurance company; and
commercial papers and bonds issued which are swapped to floating ■ Certain borrowings and derivatives of the other group companies.
exposure to interest rates at the statement of financial position date. facilities of $5,200 million and €2,550 million (2021: $7,965 million) for
the group companies which were undrawn as at 31 December 2022
At 31 December 2022, the Company had £300 million (2021: £Nil) of
and 2021. The additional undrawn credit facilities of €1,500 million as
outstanding fixed to float interest rate swaps on which fair value hedge
at 31 December 2021 were cancelled in 2022;
accounting is applied.
■ The joint and several liability undertakings issued by NV in
The following changes in the interest rates represent management's accordance with Article 2:403 of the Dutch Civil Code for almost all
assessment of the possible change in interest rates at the respective of its Dutch group companies were withdrawn by means of filings
year-ends: with the Dutch Trade Register on 27 November 2020, being the last
practicable date prior to the effective date of the cross-border merger
Assuming that all variables remain constant, a 1.0 percentage point between NV and PLC. With effect from the date of the cross-border
increase in floating interest rates on a full-year basis as at 31 December merger, PLC issued a guarantee confirming PLC’s liability for any
2022 would have led to an additional £79 million of finance cost (2021: residual liability referred to in Article 2:404 (2) of the Dutch Civil Code
£12 million additional finance cost). of NV remaining after the withdrawal of such undertakings, to the
A 1.0 percentage point decrease in floating interest rate on a full-year extent that such liability did not transfer in the cross-border
basis would have an equal but opposite effect. merger; and
■ PLC has guaranteed some contingent consideration of group
Dividend
On 9 February 2023 the Directors announced a dividend of £0.3812 per
PLC ordinary share. Dividends will be paid out of retained profit. The
dividend is payable on 21 March 2023 to shareholders registered at the
close of business on 24 February 2023.
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Algeria – Zone Industrielle Hassi Ameur Oran 31000
Cicanorte Industria de Conservas Alimenticas S.A. BRL2.80 1
Unilever Algérie SPA (72.50) DZD1,000.00 1
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila
Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires Olimpia, São Paulo, Zip Code 04547-006
Arisco S.A. ARS1.00 1 E-UB Comércio Limitada BRL1.00 5
Unilever De Argentina S.A. ARS1.00 1 Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20,
Club de beneficios S.A.U. ARS1.00 1 Parte, Centro, Zip Code 13.271-900
Argentina – Mendoza km 7/8 – Pocitos, San Juan Unilever Logistica Serviços Limitada BRL1.00 5
Helket S.A. ARS1.00 1 Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B,
Vila Gertrudes, Zip Code 04794-000, São Paulo/SP
Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires
Unilever Brasil Gelados Limitada BRL1.00 5
Gronextar S.A. ARS1.00 1
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila
Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires Gertrudes, Zip Code 04794-000, São Paulo/SP
Urent S.A. ARS1.00 1 Unilever Brasil Limitada BRL1.00 5
Australia – 219 North Rocks Road, North Rocks NSW 2151 Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, Zip
Code 04794-000, São Paulo/SP
Ben & Jerry’s Franchising Australia Limited AUD1.00 1 Unilever Brasil Industrial Limitada BRL1.00 5
TIGI Australia Pty Limited AUD1.00 2 Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000
AUD1.00 3 Mãe Terra Produtos Naturais Limitada BRL1.00 5
Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo
Unilever Australia (Holdings) Pty Limited AUD1.00 1
Smart Home Comércio E Locação De
Equipamentos S.A (50.01) No Par Value 1
Unilever Australia Group Pty Limited AUD2.7414 1
Unilever Australia Limited AUD1.00 1 Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro
Campo Belo CEP 04614-010
Unilever Australia Supply Services Limited AUD1.00 1 Ole Franquia Limitada BRL1.00 1
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro
Unilever Australia Trading Limited AUD1.00 1 Vila Olimpia, São Paulo, Zip Code 04547-006
Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 Compra Agora Serviços Digitais Limitada BRL1.00 5
Dermalogica Holdings Pty Limited AUD1.00 1 Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1
Dermalogica Pty Limited AUD2.00 1 Unilever Bulgaria EOOD BGN1,000.00 1
Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000 Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona
Unilever Ice Cream Bulgaria EOOD BGN 5,000.00 1
Paula's Choice International Australia Pty Limited AUD0.01 1
Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara
Austria – Stella-Klein-Löw Weg 13, 1023 Wien Phnom Penh Capital
Delico Handels GmbH EUR36,336.42 1 Unilever (Cambodia) Limited KHR20,000.00 1
Kuner Nahrungsmittel GmbH EUR36,336.42 1 Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon
Territory, Y1A 4Z7
TIGI Handels GmbH EUR36,336.42 1
Dermalogica (Canada) Limited No Par Value 6
ULPC Handels GmbH EUR218,018.50 1
Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5
Unilever Austria GmbH EUR10,000,000.00 1 Dollar Shave Club Canada, Inc. CAD0.01 7
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1
Unilever Bangladesh Limited (60.75) BDT100.00 1 Seventh Generation Family & Home ULC No Par Value 7
Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2
4012208 Canada Inc. No Par Value 7
Unilever Consumer Care Limited (81.98) BDT10.00 1
Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2
Belgium – Industrielaan 9, 1070 Brussels
Unilever Canada Inc. No Par Value 8
Unilever Belgium NV/SA No Par Value 1
No Par Value 9
Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba
No Par Value 10
Unilever Andina Bolivia S.A. BS100.00 1
No Par Value 11
Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code
01426-003, São Paulo/SP No Par Value 12
Euphoria Ice Cream Comercio de Alimentos Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC,
Limitada BRL1.00 5 V6E 0C5
Brazil – Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE Hourglass Cosmetics Canada Limited No Par Value 1
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Canada – Suite 1700, Park Place, 666 Burrard Street, Vancouver BC, V6C 2X8 Unilever-Cote D’Ivoire (99.78) XOF5,000.00 1
Elida Beauty Canada Inc. USD0.01 7 Cote D’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble
Plein Ciel, Business Center, 26 BP 1377, Abidjan 26
Chile – Av. Las Condes 11.000 Piso 4-5, Vitacura
Unilever Afrique de l’Ouest XOF10,000.00 1
Unilever Chile Limitada 13
Croatia – Strojarska cesta 20, 10000 Zagreb
China – Room 1001, No. 398, Caoxi Road (N), Xuhui District, Shanghai,
200030 Unilever Hrvatska d.o.o. HRK1.00 1
Blueair (Shanghai) Sales Co. Limited CNY1.00 1 Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa
China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo Unilever Suchel, S.A. (60) USD1,000.00 56
City, Zhejiang Province
Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion
Ningbo Hengjing Inspection Technology Co., Industrial Zone – Nicosia
Limited (67.71) CNY1.00 1
Unilever Tseriotis Cyprus Limited (84) EUR1.00 1
China – No.78, Binhai 2 Avenue, Hangzhou Bay New District, Ningbo, 315336
Czech Republic – Voctářova 2497/18, 180 00 Praha 8
Qinyuan Group Co. Limited (67.71) CNY1.00 1
Unilever ČR, spol. s r.o. CZK210,000.00 1
China – Room 744, 9F, No. 583 Lingling Road, Xuhui District, Shanghai, 200030 UNILEVER RETAIL ČR, spol. s r.o. CZK100,000.00 1
Shanghai Qinyuan Environment Protection Denmark – Ørestads Boulevard 73, 2300 København S
Technology Co. Limited (67.71) CNY1.00 1 Unilever Danmark A/S DKK1,000.00 1
China – No.33 North Fuquan Road, Shanghai, 200335 Denmark – Petersmindevej 30, 5000 Odense C
Unilever (China) Investing Company Limited USD1.00 1 Unilever Produktion ApS DKK100.00 1
China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Djibouti-Haramous, BP 169
Hefei, 230601
Unilever Djibouti FZCO Limited USD200.00 1
Unilever (China) Company Limited USD1.00 1
Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo
Unilever Services (Hefei) Co. Limited CNY1.00 1 Domingo
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin Unilever Caribe, S.A. DOP1,000.00 1
Unilever (Tianjin) Company Limited USD1.00 1 Ecuador – Km 25 Vía a Daule, Guayaquil
China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Unilever Andina Ecuador S.A. USD1.00 1
Shanghai
Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th
Unilever Foods (China) Co. Limited USD1.00 1 of October City, Giza
China – No. 166, Lihua Avenue West, Qinglong Town, Pengshan District, Unilever Mashreq for Manufacturing and Trading
Meishan City, Sichuan province 620800 (SAE) EGP10.00 1
Unilever (Sichuan) Company Limited USD1.00 1 Unilever Egypt for Shared Consultations Services EGP10.00 1
China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076 Egypt – Public Free Zone, Alexandria
Wall`s (China) Co. Limited USD1.00 1 Unilever Mashreq International Company USD1,000.00 5
China – No. 358, Xingci 1 Road, Hangzhou Bay, New District, Ningbo, 315336
Zhejiang Qinyuan Water Treatment Technology Egypt – 14 May Bridge, Sidi Gaber, Smouha – Alexandria
Co. Limited (67.71) CNY1.00 1
China – Room 326, 3rd Floor, Xinmao Building, No.2 South Taizhong Road Unilever Mashreq Trading LLC (in liquidation) EGP1000.00 5
South, Shanghai Free Trade Zone Commercial United for Import and Export LLC EGP1000.00 1
Unilever Trading (Shanghai) Co. Limited CNY1.00 1 Egypt – 15 Sphinx Square, El-Mohandsin, Giza
China – Floor 1, Building 2, No.33, North Fuquan Road, Shanghai, 200335 Unilever Mashreq for Import and Export LLC EGP100.00 1
Shanghai CarverKorea Limited USD1.00 1 Egypt- Borg El-Arab, Alexandria
China- 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai Fine Foods Egypt SAE (in liquidation) EGP10.00 1
Paula's Choice (Shanghai) Trading Co. Limited CNY10,000,000 8 Egypt- Shooting Club, Dokki, Giza
CNY10,000,000 9 United Beverages (in liquidation) EGP10.00 1
China- Room 1436, No.1256\1258, Wanrong Road, Jing'an District, Shanghai El Salvador – Local 19 Nivel 19, Edificio Torre Futura, Calle El Mirador y 87
avenida norte, Colonia Escalón, San Salvador
Paula's Choice (Shanghai) Technology Co. Limited CNY20,000,000 8 Unilever El Salvador, SCC S.A. de C.V. USD1.00 1
CNY20,000,000 9 Unilever de Centro America S.A. de C.V. USD11.00 1
China- Zibian 2105, No.63, Mingzhu Avenue (North), Conghua District, England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y
Guangzhou City 0DY
Unilever (Guangzhou) Co. Limited CNY1.00 1 Accantia Group Holdings (unlimited company) GBP0.01 1
China- 5/F, Block 1, Qunjia Building, 366 Shengkang Road, Jiubao Sub-district, Alberto-Culver (Europe) Limited GBP1.00 1
Shangcheng District, Hangzhou
Alberto-Culver Group Limited GBP1.00 1
GoUni (Hangzhou) Trading Co., Limited CNY20,000,000 1
Alberto-Culver UK Holdings Limited GBP1.00 1
China – Room 407, No 1256&1258 Wan Rong Road, Shanghai
Alberto-Culver UK Products Limited GBP1.00 1
UPD China Limited CNY1.00 1
GBP5.00 14
Colombia – Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, Bogotá
Associated Enterprises Limited° GBP1.00 1
Unilever Andina Colombia Limitada COP100.00 1
CPC (UK) Pension Trust Limited 16
ULeX Colombia S.A.S. COP100.00 1
Dollar Shave Club Limited GBP1.00 1
Costa Rica – De la intersección Cariari, 400 mts. Oeste y 800 mts al Norte, frente
a sede Testigos de Jehová, Planta Industrial Lizano, Heredia, Belén, La Elida Beauty Limited GBP1.00 1
Asunción de Belén
GroNext Technologies Limited° GBP1.00 1
Unilever de Centroamerica S.A. CRC1.00 1
Hourglass Cosmetics UK Limited GBP1.00 1
Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la
intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte Margarine Union (1930) Limited° GBP1.00 1
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
GBP1.00 69 England and Wales – 3 St James's Road, Kingston Upon Thames, Surrey, KT1
2BA
MBUK Trading Limited GBP1.00 1
Nature Delivered Limited GBP0.001 1
Mixhold Investments Limited GBP1.00 1
GBP0.001 79
ND4A Limited GBP1.00 1
GBP0.001 84
TIGI Holdings Limited GBP1.00 1
Marshfield Bakery Limited GBP0.01 1
Toni & Guy Products Limited° GBP0.001 1
England and Wales – 1 More Place, London, SE1 2AF
UAC International Limited GBP1.00 1
Accantia Health and Beauty Limited (in
UML Limited GBP1.00 1 liquidation) GBP0.25 1
Unidis Forty Nine Limited GBP1.00 1 Unidis Sixty Four Limited (in liquidation) GBP1.00 1
Unilever Assam Estates Limited GBP1.00 1 Unilever Bestfoods UK Limited (in liquidation) GBP1.00 1
Unilever Australia Services Limited GBP1.00 1 England and Wales – C/O TMF Group, 8th Floor, 20 Farringdon Street, London,
Unilever Company for Industrial Development EC4A 4AB
Limited GBP1.00 1 Twenty Nine Capital Partners (General Partner)
Unilever Company for Regional Marketing and Limited◊ GBP1.00 1
Research Limited GBP1.00 1 Unilever Ventures Limited GBP1.00 1
Unilever Corporate Holdings Limited° GBP1.00 1 England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD
Unilever Employee Benefit Trustees Limited GBP1.00 1 Unilever Global IP Limited ° GBP1.00 1
Unilever Group Limited° GBP0.25 1 England and Wales – Suite 1, 3rd Floor, 11-12 St. James` Square, London,
Unilever South India Estates Limited° GBP1.00 1 SW1Y 4LB
Unilever S.K. Holdings Limited GBP1.00 1 England and Wales – Nightingale House, 46-48 East Street, Epsom, Surrey,
KT17 1HQ
Unilever Overseas Holdings Limited° GBP1.00 1
Brand Evangelists for Beauty Limited∆ (80.30) GBP1.00 2
Unilever Superannuation Trustees Limited GBP1.00 1
(100) GBP1.00 58
Unilever U.K. Central Resources Limited GBP1.00 1
(100) GBP1.00 86
Unilever U.K. Holdings Limited° GBP1.00 1
(66.47) GBP1.00 71
Unilever UK & CN Holdings Limited GBP1.00 2
Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216
GBP1.00 3
Unilever Eesti AS EUR6.30 1
GBP10.00 23
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
GBP10.00 24
Unilever Manufacturing PLC ETB1,000.00 1
Unilever UK Group Limited GBP1.00 2
Finland – Post Box 254, 00101 Helsinki
GBP1.00 3
Unilever Finland Oy EUR16.82 1
GBP1.00 21
Unilever Ingman Production Oy EUR100.00 1
Unilever US Investments Limited° GBP1.00 1
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison
United Holdings Limited° GBP1.00 1
Bestfoods France Industries S.A.S. (99.99) No Par Value 1
England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH
Cogesal-Miko S.A.S. (99.99) No Par Value 1
BBG Investments (France) Limited (in liquidation) GBP1.00 1 Elida Beauty France S.A.S. (99.99) EUR1.00 1
Unilever Australia Investments Limited (in Fralib Sourcing Unit S.A.S. (99.99) No Par Value 1
liquidation) GBP1.00 1 Saphir S.A.S. (99.99) EUR1.00 1
Unilever Australia Partnership Limited (in Tigi Services France S.A.S. (99.99) No Par Value 1
liquidation) GBP1.00 1
U-Labs S.A.S. (99.99) No Par Value 1
Unilever Innovations Limited (in liquidation) GBP0.10 1 Unilever France S.A.S. (99.99) No Par Value 1
Unilever France Holdings S.A.S. (99.99) EUR1.00 1
TIGI Limited (in liquidation) GBP1.00 1
Unilever France HPC Industries S.A.S. (99.99) EUR1.00 1
England and Wales – Unilever House, Springfield Drive, Leatherhead, KT22 7GR Unilever Retail Operations France (99.99) No Par Value 1
Alberto-Culver Company (U.K.) Limited GBP1.00 1 France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex
Unilever Pension Trust Limited GBP1.00 1 France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny
Unilever UK Limited GBP1.00 1 Amora Maille Societe Industrielle S.A.S. (99.99) No Par Value 1
Unilever UK Pension Fund Trustees Limited GBP1.00 1 France – 42, rue Jean de La Fontaine , Paris, 75016
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, UPD EU EUR1.00 1
Dorking Road, Leatherhead, Surrey, KT22 8JB Germany – Wiesenstraße 21. 40549 Düsseldorf
Dermalogica (UK) Limited GBP1.00 1 Dermalogica GmbH EUR25,000.00 1
England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU Germany – Spitaler Straße 16, 20095 Hamburg
Twenty Nine Capital Partners Limited Partnership ProCepta Service GmbH EUR28,348.00 1
∞ (80) 4
Germany – Neue Burg 1, 20457 Hamburg
Unilever Ventures III Limited Partnership ∞ (86.25) 4 DU Gesellschaft für Arbeitnehmerüberlassung
mbH (99.99) DEM50,000.00 1
England and Wales – Union House, 182-194 Union Street, London, SE1 0LH
NU Business GmbH EUR25,000.00 1
REN Skincare Limited GBP1.00 1
Unilever Deutschland GmbH EUR90,000,000.00 1
REN Limited GBP0.01 1
EUR2,000,000.00 1
Murad Europe Limited GBP1.00 1
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
EUR1,000,000.00 1 Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty
EUR 100.000,00 1 Paula's Choice Hong Kong Limited HKD1.00 1
Unilever Deutschland Holding GmbH EUR39,000.00 1 Paula's Choice Hong Kong Distribution Services
Limited HKD1.00 1
EUR18,000.00 1
Hungary – 1138-Budapest, Váci út 121-127.
EUR14,300.00 1
Unilever Magyarország Kft HUF1.00 1
EUR5,200.00 1
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai
EUR6,500.00 1 400099
Unilever Deutschland Produktions Verwaltungs Daverashola Estates Private Limited (61.90) INR10.00 1
GmbH EUR179,000.00 1
Hindlever Trust Limited (61.90) INR10.00 1
Unilever Deutschland Supply Chain Services
GmbH EUR51,150.00 1 Hindustan Unilever Limited° (61.90) INR1.00 1
Dollar Shave Club GmbH EUR25,000.00 1 Jamnagar Properties Private Limited (61.90) INR10.00 1
T2 Germany GmbH EUR1.00 1 Lakme Lever Private Limited (61.90) INR10.00 1
Germany – Langnesestraße 1, 64646 Heppenheim Levers Associated Trust Limited (61.90) INR10.00 1
Maizena Grundstücksverwaltung Gesellschaft mit Levindra Trust Limited (61.90) INR10.00 1
beschränkter Haftung & Co. offene
Handelsgesellschaft 4 Pond’s Exports Limited (61.90) INR1.00 1
Unilever India Limited (61.90) INR10.00 1
Rizofoor Gesellschaft mit beschränkter Haftung EUR15,350.00 1 Unilever India Exports Limited (61.90) INR10.00 1
EUR138,150.00 1 Unilever Industries Private Limited° INR10.00 1
Schafft GmbH EUR63,920.00 1 Unilever Ventures India Advisory Private Limited INR1.00 1
EUR100,000.00 1 India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Unilever Deutschland Produktions GmbH & Co. Blueair India Private Limited INR10. 00 1
OHG 4
India – C/o.Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel,
Germany – Rotebühlplatz 21, 70178 Stuttgart Mumbai, Maharashtra, 400012
TIGI Eurologistic GmbH EUR100.00 1 Jech India Private Limited INR10. 00 1
EUR24,900.00 1 Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat,
TIGI Haircare GmbH EUR25,600.00 1 BSD City, Tangerang, 15345
Germany – Wiesenstr. 21, 40549 Düsseldorf PT Unilever Indonesia Tbk (84.99) IDR2.00 1
Ren GmbH EUR1.00 1 Indonesia – Gedung Pasaraya Blok M Gedung B Lantai 6 dan 7 Jalan
Iskandarsyah II no. 2, DKI Jakarta
Ghana – Swanmill, Kwame Nkrumah Avenue, Accra
PT Gerai Cepat Untung (86) IDR100,000.00 1
Millers Swanzy (Ghana) Limited GHC1.00 1
Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas,
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema Kabupaten Simalungun 21183, Sumatera Utara
Unilever Ghana PLC (74.50) GHC0.0192 1 PT Unilever Oleochemical Indonesia IDR1,000,000.00 1
Ghana – Plot No. Ind/A/3A-4, P O Box 721, Tema Iran – No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran
Unilever Oleo Ghana Limited GHC2.250 1 Unilever Iran (Private Joint Stock Company) IRR1,000,000.00 1
Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus,
Dublin 24
Elais Unilever Hellas SA EUR10.00 1
Lipton Soft Drinks (Ireland) Limited EUR1.26 1
Unilever Knorr SA EUR10.00 1
Unilever Ireland (Holdings) Limited EUR1.26 1
Unilever Logistics SA EUR10.00 1
Unilever Ireland Limited EUR1.26 1
Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre
Norte Ed. Interamericas World Financial Center Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Unilever de Centroamerica S.A. GTQ60.00 1 Rational International Enterprises Limited USD1.00 1
Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville Israel – 3 Gilboa St., Airport City, Ben Gurion Airport
Les Condiments Alimentaires, S.A. (61) HTG1000.00 1 Beigel & Beigel Mazon (1985) Limited ILS1.00 1
Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Israel – 52 Julius Simon Street, Haifa, 3296279
Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
Bestfoods TAMI Holdings Ltd ILS0.001 1
Unilever de Centroamerica S.A. HNL10.00 1
Israel Vegetable Oil Company Ltd ILS0.0001 1
Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai Unilever Israel Foods Ltd ILS0.10 35
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Dollar Shave Club Israel Limited NIS0.10 1 Unilever (Malaysia) Holdings Sdn. Bhd. No Par Value 1
Italy – Piazza Paleocapa 1/D, 10100, Torino Unilever (Malaysia) Services Sdn. Bhd. No Par Value 1
Gromart S.R.L. EUR1,815,800.00 1 Unilever Malaysia Aviance Sdn. Bhd. No Par Value 1
Italy – Via Crea 10, 10095, Grugliasco Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán,
Estado de México
G.L.L. S.R.L. (51) EUR1.00 1
Unilever de Mexico S. de R.L. de C.V. 4
Italy – Via Tortona 25, cap 20144 – Milano
Unilever Holding Mexico S.de R.L. de C.V. 4
Intuiskin S.R.L. EUR10,000.00 1
Unilever Manufacturera S.de R.L. de C.V. 4
Italy – Viale Sarca 235, 20126 Milan
Unilever Italia Administrative Services S.R.L. EUR70,000.00 1 Servicios Professionales Unilever S.de R.L. de C.V. 4
Italy – Via Paolo di Dono 3/A 00142 Roma Unilever Mexicana S.de R.L. de C.V. 4
Unilever Italia Logistics S.R.L. EUR600,000.00 1 Unilever Real Estate Mexico S.de R.L. de C.V. 4
Unilever Italia Manufacturing S.R.L. EUR10,000,000.00 1
Unilever Italia Mkt Operations S.R.L. EUR25,000,000.00 1 Unilever Servicios de Promotoria, S.de R.L. de C.V. 4
Lithuania – Skuodo st. 28, Mazeikiai, LT-89100 Ortiz Finance B.V. NLG100.00 1
Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi Rolf von den Baumen’s Vetsmelterij B.V. EUR454.00 1
Unilever South East Africa (Private) Limited MWK2.00 1 Rolon B.V. NLG1,000.00 1
Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Saponia B.V. NLG1,000.00 1
Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur ThaiB1 B.V. NLG1,000.00 1
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
ThaiB2 B.V. NLG1,000.00 1 Unilever Pakistan Limited (99.29) PKR50.00 1
Unilever Administration Centre B.V. EUR1.00 1 (71.78) PKR100.00 14
Unilever Alser B.V. EUR1.00 1 Delivery Hub (Private) Limited (64.13) PKR10.00 1
Unilever Berran B.V. EUR1.00 1 Palestine – Ersal St. Awad Center P.O. Box 3801 Al-Beireh, Ramallah
Unilever Canada Investments B.V. EUR1.00 1 Unilever Market Development Company (in
liquidation) ILS1.00 1
Unilever Caribbean Holdings B.V. EUR1,800.00 1
Unilever Employment Services B.V. NLG1,000.00 1 Palestine – Jamil Center, Al-Beireh, Ramallah
Unilever Europe B.V. EUR1.00 1
Unilever Europe Business Center B.V. EUR454.00 1 Unilever Agencies Limited (99) (in liquidation) JOD1.00 1
Panama – Punta Pacífica, Calle Isaac Hanoro Missri, P.H. Torre de las Américas,
Unilever Finance International B.V. EUR1.00 1
Torre C, Oficina 32, corregimiento de San Francisco, Distrito y Provincia de
o
Unilever Finance Netherlands B.V. EUR1.00 1 Panamá
FoodServiceHub B.V. EUR1.00 1 Unilever Regional Services Panama S.A. USD1.00 1
Unilever Global Services B.V. EUR1.00 1 Panama – Calle Isaac Honoro, Torre de las Americas, torre C, piso 32,
corregimiento de San Francisco, distrito y provincia de Panamá
Unilever Holdings B.V. EUR454.00 1
Unilever de Centroamerica S.A. No Par Value 1
Unilever IP Holdings B.V. EUR1.00 1
Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio
Unilever Indonesia Holding B.V. EUR1.00 1 Aymac II, Asunción
Unilever Insurances N.V. EUR454.00 1 Unilever de Paraguay S.A. PYG1,000,000.00 1
Unilever International Holdings B.V. ° EUR1.00 1 Peru – Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18
Unilever Netherlands Retail Operations B.V. EUR1.00 1 Unilever Andina Perú S.A. PEN1.00 1
Unilever Nederland Holdings B.V. EUR454.00 1 Philippines – Linares Road, Gateway Business Park, Gen. Trias, Cavite
Unilever Nederland Services B.V. EUR460.00 1 Metrolab Industries, Inc. PHP1.00 7
Unilever PL Netherlands B.V. EUR1.00 1 PHP10.00 14
Unilever Turkey Holdings B.V. EUR1.00 1 Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner
Unilever US Investments B.V.° EUR1.00 1 2nd Avenue, Bonifacio Global City, Taguig City
Univest Company B.V. EUR1.00 1 Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio
Global City, Taguig City
UNUS Holding B.V. EUR0.10 2
Universal Philippines Body Care, Inc. PHP100.00 7
EUR0.10 3
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.
Non-voting† Manggahan, Pasig City
Verenigde Zeepfabrieken B.V. NLG1,000.00 1 Unilever RFM Ice Cream, Inc. (50) PHP1.00 29
Wemado B.V. NLG1,000.00 1 Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City,
Barangay Fort Bonifacio, Taguig 1634, Metro Manila
Netherlands – Hofplein 19 3032 AC Rotterdam
Gronext Technologies Phils., Inc. PHP1.00 1
Unilever Nederland B.V. EUR454.00 1
Poland – Jerozolimskie 134, 02-305, Warszawa
Netherlands – Valkweg 2 7447JL Hellendoorn
Unilever Polska Sp. z o.o. PLN50.00 1
Ben en Jerry’s Hellendoorn B.V. EUR453.78 1
Unilever Poland Services Sp. z o.o. PLN50.00 1
Netherlands – Markhek 5, 4824 AV Breda
Unilever Polska S.A. PLN10.00 1
De Korte Weg B.V. EUR1.00 1
Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan
EUR1.00 26
Unilever de Puerto Rico, Inc° USD100.00 1
Non-voting†
Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO BOX 49
Netherlands – Bronland 14, 6708 WH Wageningen
Unilever Qatar LLC QAR1,000.00 1
Unilever Innovation Centre Wageningen B.V. EUR460.00 1
Romania – Ploiesti, 291 Republicii Avenue, Prahova County
Netherlands- Grote Koppel 7, 3813 AA Amersfoort
Unilever Romania S.A. (99) ROL0.10 1
Paula's Choice Europe B.V. EUR1.00 1
Unilever South Central Europe S.A. ROL260.50 1
Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY
(Registered Seat: Rotterdam) Romania – 121 Cernăuţi Street, Suceava 720089
New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 Romania – 9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd
District, Bucuresti
Ben & Jerry’s Franchising New Zealand Limited No Par Value 1
Good People SA (75) RON10.00 1
Unilever New Zealand Limited NZD2.00 1
Russia – 644031, 205, 10 let Oktyabrya, Omsk
Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300
Mts Norte, Managua RUB
Inmarko-Trade LLC 1,000,000.00 13
Unilever de Centroamerica S.A. NIC50.00 1
Russia – 123022, Floor 7, Premise 19, Room 36, 13, Sergeya Makeeva Street,
Niger – BP 10272 Niamey Moscow
Unilever Niger S.A. (88.81) XOF10,000.00 1 RUB
Unilever Rus LLC 28,847,390, 269.19 13
Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos
Russia – Tula region, Leninsky district, Ilyinskoye rural settlement, Varvarovka
Unilever Nigeria Plc (75.97) NGN0.50 1 village, Varvarovsky pass, Building 15-F, Room 406, Floor 3
West Africa Popular Foods Nigeria Limited (51) NGN1.00 1 Gourmand LLC RUB10,000.00 4
Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu Rwanda – Sanlam Towers, P.O.Box 973, Kigali
Unilever Norge AS NOK100.00 1 Unilever Rwanda Limited RWF 1,000 1
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530 Saudi Arabia – PO Box 5694, Jeddah 21432
Unilever Pakistan Foods Limited (76.57) PKR10.00 1 X
Binzagr Unilever Limited (49) SAR1,000.00 1
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen
Unilever Beograd d.o.o. 13 Oswald Nahrungsmittel GmbH CHF800,000.00 1
Singapore – 18 Nepal Park, 139407 Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City
Unilever Asia Private Limited No Par Value 1 Unilever Taiwan Limited (99.92) TWD10.00 1
Unilever Singapore Pte. Limited No Par Value 1 Taiwan – 8 F-1 & 8F-2, No. 186, Sec. 1, Zhangmei Rd., Changhua City, Changhua
County 50062, Taiwan (R.O.C.)
UPD Singapore Pte. Limited SGD1.00 1
Paula's Choice Taiwan Co., Limited NTD10.00 1
Gronext Technologies Pte. Ltd. No Par Value 1
Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, P.O. Box 40383
Slovakia – Karadzicova 10, 821 08 Bratislava
Unilever Tanzania Limited TZS20.00 1
Unilever Slovensko, spol. s. r.o. EUR1.00 1
Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310
South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office
Estate, La Lucia, 4051 Unilever Thai Holdings Limited THB100.00 1
Unilever Market Development (Pty) Limited ZAR1.00 1 Gronext Technologies Thailand Limited THB100.00 1
Unilever South Africa (Pty) Limited ZAR2.00 1 Unilever Thai Trading Limited THB100.00 1
Unilever South Africa Holdings (Pty) Limited ZAR1.00 1 Thailand – 12 A Floor Unit B1-B2, Office No. 1225, 989 Siam Piwat Tower, Rama I
Road, Pathumwan Sub-district, Pathumwan District, Bangkok 10330
ZAR1.00 2
UPD (Thailand) Co. Limited THB100.00 1
ZAR1.00 3
Trinidad & Tobago – Eastern Main Road, Champs Fleurs
South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road
Sandton, 2196 Unilever Caribbean Limited (50.01) TTD1.00 1
Aconcagua 14 Investments (RF) (Pty) Limited ZAR1.00 1 Tunisia – Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis
Spain – PA / Reding, 43, Izda 1, 29016 Malaga Unilever Tunisia S.A. (97.44) TND6.00 1
Intuiskin S.L.U. EUR1.00 1 Unilever Maghreb Export S.A. TND5.00 1
Spain – C/ Tecnología 19, 08840 Viladecans Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
X
Unilever Espana S.A. EUR48.00 1 UTIC Distribution S.A. (49) TND10.00 1
Spain – C/ Felipe del Río, 14 – 48940 Leioa Turkey – Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye –
İstanbul
Unilever Foods Industrial Espana, S.L.U. EUR600.00 1
o
Unilever Gida Sanayi ve Ticaret AŞ (99.98) TRY0.01 1
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
o
Unilever Sanayi Ve Ticaret Türk Aş (99.98) TRY0.01 1
Unilever Merchandising Private Limited No Par Value 1
Besan Besin Sanayi ve Ticaret AŞ (99.99) TRY0.01 1
Ceytea (Private) Limited No Par Value 1
Dosan Konserve Sanayi ve Ticaret AŞ (99.64) TRY0.01 1
Lever Brothers (Exports and Marketing) (Private) Unilever Hizli Tuketim Urunleri Satis Pazarlama ve
Limited° No Par Value 1 Ticaret Anonim Sirketi TRY0.01 1
Maddema Trading Company (Private) Limited No Par Value 1 Turkey – İçerenköy Mahallesi, Topçu İbrahim Sokak, Quick Tower
Sitesi, No:8-10D, Ataşehir, İstanbul
Premium Exports Ceylon (Private) Limited No Par Value 1
Gronext Teknoloji Bilişim Ticaret A.Ş. TRY1.00 1
R.O. Mennell & Co. (Ceylon) (Private) Limited No Par Value 1
Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, P.O.
Unilever Ceylon Services (Private) Limited No Par Value 1 Box 3515, Kampala
Unilever Lipton Ceylon Limited No Par Value 1 Unilever Uganda Limited UGX20.00 1
Unilever Sri Lanka Limited° No Par Value 1 Ukraine – 04119, 27-T, Letter A, Dehtyarivska Str., Kyiv
Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori UAH
Unilever Sudanese Investment Company SDG10,000.00 1 Unilever Ukraine LLC 1,151,329,851 13
Sweden – Box 1056, Svetsarevägen 15, 171 22, Solna Stockholm United Arab Emirates – PO Box 17053, Jebel Ali, Dubai
X
Alberto Culver AB SEK100.00 1 Severn Gulf FZCO (50) AED100,000.00 1
Unilever Produktion AB SEK50.00 1 United Arab Emirates – Office No.1, Easa Saleh AlGurg Building, Bur Dubai –
AlKarama, Dubai
Unilever Sverige AB SEK100.00 1
X
Sweden – Karlavagen 108, 115 26 Stockholm Unilever Binzagr Gulf General Trading LLC (50) AED1,000.00 1
Blueair AB SEK100.00 1 Unilever General Trading LLC AED1,000.00 1
Sweden – Karlavagen 108, 115 26, Stockholm United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib
2
Jonborsten AB SEK1.00 1
Unilever Home & Personal Care Products
Sweden – Nordenskioldgatan 19, 413 09 Goteborg X
Manufacturing LLC (49) AED1,000.00 1
Nature Delivered Sweden AB SEK1.00 1
Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Kate Somerville Skincare LLC 13 Nirvana Holdco LLC 7
The Laundress, LLC 13 Nirvana Intermediate LLC 7
Pantresse, Inc. USD120.00 1 Nutraceutical Wellness, Inc. 7
Paula's Choice, LLC 13 The Uncovery, LLC 13
Skin Health Experts, LLC 13 United States – 1241 Electric Avenue, Venice CA 90291
Kensington & Sons, LLC No Par Value 13 Kingdom Animalia, LLC 13
St. Ives Laboratories, Inc. USD0.01 1 United States – 11 Ranick Drive South, Amityville, NY 11701
Kirei Intermediate Holdings, LLC 13 Sundial Brands, LLC 13
TIGI Linea Corp No Par Value 1 Madam C.J. Walker Enterprises, LLC 13
Unilever AC Canada Holding, Inc. USD10.00 1 Nyakio, LLC 13
Unilever Bestfoods (Holdings) LLC 13
United States – 1169 Gorgas Avenue, Suite A, San Francisco CA 94129
Unilever Capital Corporation USD1.00 1
Olly Public Benefit Corporation USD0.00001 7
Unilever North America Supply Chain Company,
LLC 13
United States – 208 Utah Street, Suite 300, San Francisco, CA, 94103
Unilever United States Foundation, Inc. 13 Tatcha, LLC 4
Unilever United States, Inc. USD0.3333 7 United States – 777 S Aviation Blvd, El Segundo, CA 90245
Unilever Ventures Advisory LLC 13 The LIV Group, Inc. No Par Value 13
US Health & Wellbeing LLC No Par Value 13 United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292
United States- 1535 Beachey Pl Carson, CA 90746 SmartyPants, Inc. USD0.00001 7
United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129
Dermalogica, LLC 13
Welly Health PBC USD0.00001 7
United States- 2121 Park Place, First Floor El Segundo, CA 90245
United States- 30 Community Drive, South Burlington, Vermont 05403
Murad LLC 13 Ben & Jerry’s Franchising, Inc. USD1.00 7
United States – 1090 King Georges Post Road, Suite 505 Edison, NJ 08837 Ben & Jerry’s Homemade, Inc. USD1.00 7
REN USA Inc. No Par Value 7
United States – 1675 South Street, Suite B, City of Dover, DE 19901
United States – 125 S Clark, Suite 2000, Chicago, IL 60603
Onnit Academy, LLC 13
Blueair Inc. No Par Value 1
Onnit Labs, Inc. USD0.0001 7
United States – 2816 S. Kilbourne Avenue, Chicago IL 60624
United States- 8 The Green STE R, City of Dover, Kent County, Delaware, 19901
Unilever Illinois Manufacturing, LLC 13
Brand Evangelists for Beauty Inc.∆ (80.30) GBP1.00 2
United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109
(100) GBP1.00 58
Unilever Manufacturing (US), Inc. USD1.00 1
(100) GBP1.00 86
United States – 40 Merritt Boulevard, Trumbull, CT 06611
(66.47) GBP1.00 71
Unilever Trumbull Holdings, Inc. USD1.00 7
Uruguay – Camino Carrasco 5975, Montevideu
Unilever Trumbull Research Services, Inc. USD1.00 1
Unilever Uruguay SCC S.A. UYU1.00 1
United States – 233 Bleecker Street, New York, 10014
Uruguay- Luis Bonavita 1294, Montevideo
Carapina LLC (in liquidation) 13
Unilever America Latina S.A. UYU1.00 1
Grom Columbus LLC (in liquidation) 13
Venezuela – Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los
Grom Malibu LLC (in liquidation) 13 Chaguaramos, Urbanización La Castellana, Caracas
Hollywood LLC (in liquidation) 13 Unilever Andina Venezuela S.A. Bs1.00 1
Spatula LLC (in liquidation) 13 Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi
United States – 60 Lake Street, Suite 3N, Burlington, VT 05401 District, Ho Chi Minh City
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep Uflexreward Holdings LimitedΔ (99.1) GBP0.001
04792-000, Sao Paulo
England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way,
London, W14 0EE
Unileverprev Sociedade De Previdencia Privada 13
SCA Investments Limited∆◊ (15.61) GBP0.001 40
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY (25.19) GBP0.001 41
Unidis Twenty Six Limited (in liquidation) GBP1.00 1 Trinny London Limited∆◊ (54.88) GBP0.01 43
India – Ground Floor, Plot No 57, Industrial Area Phase I, Chandigarh 160002 (26.72) GBP0.0001 58
England and Wales – C4 Lab Psc Building, Unilever R&D Port Sunlight, Quarry
Zywie Ventures Private Limited INR10.00 Road East, Bebington, Wirral, CH63 3JW
Penhros Bio Limited◊ (50) GBP1.00 1
Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine England and Wales- C/O Bcs Windsor House, Station Court, Station Road,
Unilever Jamaica Limited JMD1.00 1 Great Shelford, Cambridge, Cambridgeshire, England, CB22 5NE
Kenya – Commercial Street, P.O. BOX 40592-00100, Nairobi VHSquared Limited◊ (in liquidation) (39.47) GBP0.01 1
Myanmar – Shwe Gon Daing (West) 5th Street, No. 196, Mimosa Tower, Shwe (17.86) GBP0.01 101
Gon Daing (West) Ward, Bahan Township, Yangon, Myanmar 11201 France – 13, avenue Morane Saulnier, 78140 Velizy Villacoublay
Lever Brothers (Burma) Limited MMK0.5 1 Pegase S.A.S. (25) EUR5,000.00 1
Scotland – c/o Brodies LLP, Capital Square 58 Morrison Street, Edinburgh, EH3 France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison
8BP
Relais D’or Centrale S.A.S. (49.99) No Par Value 1
Unilever Ventures (SLP) General Partner Limited◊ GBP1.00 1 Germany – Beerbachstraße 19, 91183 Abenberg
United States – 13335 Maxella Ave. Marina del Rey, CA 90292 Hans Henglein & Sohn GmbH ◊ (50) EUR100,000.00 1
DSC Distribution, Inc. 7 Henglein & Co. Handels-und Beteiligungs GmbH &
Co. KG◊ (50) 4
United States – 233 Bleecker Street, New York, 10014
Grom WTC LLC 13 Henglein Geschäftsführungs GmbH◊ (50) DEM50,000.00 1
Grom Century City LLC 13
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) 4
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
Street, Wilmington, Delaware, 19801. New Castle County Germany – Beerbachstruße 37, 17153 Stavenhagen
Cocotier, Inc. USD0.001 7
ASSOCIATED UNDERTAKINGS Henglein NRW GmbH◊ (50) DEM250,000.00 1
Australia – 33 Cremorne Street, Cremorne, VIC, 3121 Germany – Bad Bribaer Straße, 06647 Klosterhäseler
SNDR PTY LTD∆◊ (72.98) No Par Value 58 Henglein GmbH◊ (50) DEM50,000.00 1
Australia – Unit 21B, Balnarring Shopping Centre, 3050 Frankston Flinders St, India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina,
Balnarring, Victoria, 3926 Bandra Kurla, Santacruz East Mumbai, Mumbai 400098
Straand Pty Ltd ∆◊ No Par Value 107 Peel-Works Private Limited∆◊ (48.15) INR30.00 63
Bahrain – 161, Road 328, Block 358, Zinj, Manama (16.67) INR30.00 70
Brazil – Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane.
Itaim Bibi, CEP 0471/001-00, City of São Paulo, State of São Paulo MH 400607
Pureplay Skin Sciences (India) Private Limited∆◊
Gallo Brasil Distribuição e comércio Limitada (55) BRL1.00 5 (0.1) INR10.00 75
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia (100) INR100.00 73
Canada V7M 3K9
(100) INR100.00 64
A&W Root Beer Beverages Canada Inc ◊ (40) No Par Value 38 (6.54) INR100.00 65
(8.75) INR100.00 106
Cyprus – 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia India – 55 2nd Floor Community Centre, East of Kailash, New Delhi, East Delhi,
Unilever PMT Limited∆ (49) EUR1.71 3 DL 110065
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY Convosight Analytics Private Limited∆◊ (17.96) INR10.00 73
Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
(100.00) INR1.00 99
Singapore – 3 Phillip Street, #14-05 Royal Group Building,, 048693
(11.11) INR 10.00 64
YOU Private Limited∆◊ (33.33) 76
India – S-2 Plot no. 21, Kartarpura Industrial Area, 22 Godam, Jaipur, RJ 302006 (33.56) 45
Uprising Science Private Limited∆◊ (2.30) INR10.00 75 Singapore – 20A Tanjong Pagar Road, 088443
(27.27) INR100.00 73 ESQA∆◊ (60) 73
India – Lotus Grandeur, Captain Sawant Marg, Shastri Nagar, Jogeshwari Sweden – Sturegatan 38, Stockholm, 11436
West, Mumbai, Maarashtra, 400102
SachaJuan Haircare AB∆◊ (69.5) SEK1.00 9
Scentials Beautycare & Wellness Ltd∆◊ (63.43) 73
United Arab Emirates – P.O. Box 49, Dubai
(0.10) 75
Al Gurg Unilever LLC (49) AED1,000.00 1
Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun
Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat United Arab Emirates – Po Box 49, Abu Dhabi
11630, Provinsi Daerah Khusus Ibukota Thani Murshid Unilever LLC (49) AED1,000.00 1
United States – c/o Registered Agents Solutions, Inc., 838 Walker Road Suite
PT Anugrah Mutu Bersama◊ (40) IDR1,000,000.00 1 21-2, Dover, Kent, DE, 19904
Iran – Second floor, No. 23, Corner of 3rd Street, Zagros Street, Argentina
Square, Tehran Beauty Bakerie Cosmetics Brand Inc.∆◊ (50.05) USD0.001 43
Unilever-Golestan Foods (Private Joint Stock (16.24) USD0.001 71
Company)(50.66) IRR1,000,000.00 1
(24.88) USD0.001 93
Ireland – 70 Sir John Rogersons Quay, Dublin 2
United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent,
Pepsi Lipton International Limited∆ EUR1.00 52 Delaware, 19901
EUR1.00 53 Discuss.io Inc.◊ (7.79) USD0.0001 7
EUR1.00 54 (16.78) USD0.0001 55
EUR1.00 55 (50.53) USD0.0001 58
Israel – Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
IB Ventures Limited∆ (99.74) ILS1.00 14 Pepsi Lipton Tea Partnership (50) 4
Japan – #308, 5–4–1, Minami Azabu, Tokyo
Food Service Direct Logistics, LLC (40) 13
Grom Japan K.K.◊ (34) (in liquidation) JPY50,000.00 1
(17.83) USD0.0001 55
Luxembourg – 5 Heienhaff, L-1736 Senningerberg
(17.83) USD0.0001 58
Helpling Group Holding S.à r.l.∆◊ (98.57) EUR1.00 60 United States – c/o The Company Corporation, 251 Little Falls Drive,
Wilmington, DE, New Castle 19808
(2.34) EUR1.00 33
Equilibria, Inc∆◊ (20.00) USD0.00001 98
Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street,
Cyber City, Ebene 72201 FabFitFun Inc. ∆◊ (68.18) USD0.001 6
(7.48) USD0.001 100
Capvent Asia Consumer Fund Limited∆ (40.41) USD0.01 78 True Botanicals, Inc∆◊ (3.75) USD0.0001 37
Oman – PO Box 1711, Ruwi, Postal code 112 (41.97) USD0.0001 81
Towell Unilever LLC (49) OMR10.00 1 (14.62) USD0.0001 82
Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio
(29.07) USD0.0001 83
Global City, Taguig City, M.M
(16.63) USD0.0001 49
Sto Tomas Paco Land Corp∆◊ (40) PHP1.00 7
Yati Inc.∆◊ (4.00) USD0.00001 62
(40) PHP10.00 46
(100.00) USD0.00001 47
(40) PHP20.00 44
Perelel, Inc. ∆◊(75) USD 0.00001 97
Cavite Horizons Land, Inc.◊ (35.10) PHP1.00 7
United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of
PHP10,000.00 14 Dover, County of Kent, Delaware
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.
Volition Beauty Inc∆◊ (66.44) USD0.0001 44
Manggahan, Pasig City
WS Holdings Inc.∆◊ PHP1.00 29 United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
PHP1.00 103 Street, Wilmington, Delaware, 19801. New Castle County
Notes:
1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III
Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series
C-1 Pref, 21: Ordinary-C, 22: Preferred, 23: Redeemable Preference Class A, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative
Preference, 28: Non-Voting Ordinary B, 29: Common B, 30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-
Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred
Convertible, 44: A Preferred, 45: Series B1 CPPS, 46: B Preferred, 47: Series A-5 , 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preferred, 51: Series A-3 Preferred, 52: C Preferred,
53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A1
Preferred, 63: Series B-2 Preference, 64: Pre Series B CPPS, 65: Series B CPPS, 66: Series C1 CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71:
Series B Preferred, 72: Series Seed B CPPS, 73: Series A CPPS, 74: Series A2 CPPS, 75: Equity, 76: Series B CPPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non
Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Not in
use, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96:
Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: INR 1 Series A Common,100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preferred, 103: Common
A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CPPS, 107:Series Seed Convertible Preferred, 108: Series C-E Preferred
O Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 47.43% is directly held and the
remainder of 14.47% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri
Lanka Limited 18.32% is directly held and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V. 27.71% is directly held and the remainder of 72.29% is indirectly
held. In the cases of each of Unilever Gida Sarayi ve Ticaret A.Ş. and Unilever Sarayi ve Ticaret Turk A.Ş. a fractional amount is directly held and the remainder is indirectly
held. In the case of Mixhold B.V., 55.37% of the ordinary – A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly
held.
† Shares the undertaking holds in itself.
Δ Denotes an undertaking where other classes of shares are held by a third party.
X Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC and UTIC
Distribution S.A. are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr
Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal
Care Products Manufacturing LLC .
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, Andorra, Angola,
Anguilla, Antigua, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Barbuda, Belarus, Belize, Benin, Bhutan, Bonaire, Sint Eustatius & Saba, Bosnia and Herzegovina,
Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island,
Cocas (Keeling) Islands,Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Faroe Islands, Federated States of
Micronesia, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guinea, Guinea-Bissau, Guyana, Herd Island and
McDonalds Islands, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali,
Malta, Marshall Islands, Martinique, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Palau, Papua New
Guinea, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon
Islands, Somalia, Sudan, Suriname, Swaziland, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Unilever Group has established branches in Azerbaijan, Belarus, Bosnia-Herzegovina, Cote d’Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the
Philippines, Saudi Arabia, Turkey, UAE and the UK.
Quarterly dividends
Dates listed below are applicable to all Unilever listings (PLC ordinary shares and PLC ADSs).
FAQ and Contact Form www.investorcentre.co.uk/
contactus Unilever Annual Report and Accounts 2022
The Unilever Annual Report and Accounts 2022 (and the Additional
Information for US Listing Purposes) forms the basis for the Annual
The Netherlands Report on Form 20-F that is filed with the United States Securities and
Exchange Commission, which is also available free of charge from
ABN AMRO Bank N.V.
their website.
Gustav Mahlerlaan 10
www.sec.gov
1082 PP Amsterdam
Telephone +31 (0) 20 628 6070
Quarterly results announcements
Email [email protected]
Unilever’s quarterly results announcements are in English with figures
in euros.
US
American Stock Transfer & Trust Company
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
Toll-free number +1 866 249 2593
Direct dial +1 718 921 8124
Email [email protected]
A. History and development of the company 6-51, 84, 92, 153-154, 174-176, 197-200, 201, 225, 230
B. Business overview 2-5, 10-26, 35-49, 70-75, 155-157, 230
C. Organisational structure 84, 203, 214-224
D. Property, plant and equipment 174-176, 231
A. Consolidated statements and other financial information 56, 135-203, 225, 229, 235
B. Significant changes 203
Item 11 Quantitative and Qualitative Disclosures About Market Risk 178-195, 236
A. Defaults 233
B. Dividend arrearages and delinquencies 233
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds n/a
Item 16 Reserved
Item 19 Exhibits Please refer to the Exhibit list located immediately following the signature page for this
document as filed with the SEC.
Employees
The average number of employees for the last three years is provided in note 4A on page 161. The average number of employees during 2022
included 3,984 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory
in all material respects.
Compensation Committee
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the
Board. The Committee also has responsibility for the cash and executive and all-employee share-based incentive plans, the Remuneration Policy
and performance evaluation of the Unilever Leadership Executive and the periodic review of the remuneration and related policies of the wider
workforce to assess alignment to PLC’s purpose, value and strategy.
Family relationship
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.
Other arrangements
None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or
understanding with any major shareholder, customer, supplier or others. As mentioned on page 87, Nelson Peltz, a Non-Executive Director, is the
Chief Executive and founding partner of Trian Fund Management, LP, which held interests in approximately 1.5% of Unilever’s issued share capital
as at the date of his appointment.
Major shareholders
The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant
shareholders.
The principal trading market upon which the Company's ordinary shares are listed is the London Stock Exchange. The Company's ordinary shares
are also listed and traded on Euronext Amsterdam.
In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company
Americas (Deutsche Bank) acts for PLC as depositary.
At 21 February 2023 (the latest practicable date for inclusion in this report), there were1,847 registered holders of Unilever PLC American Depositary
Receipts in the United States. We estimate that approximately 13% of the Company’s ordinary shares (including shares underlying Unilever PLC
American Depositary Receipts) were held in the United States (approximately 12% in 2021).
If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars
if you have Unilever PLC American Depositary Receipts) and you may be subject to UK tax.
To Unilever’s knowledge, the Company is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any
other legal or natural person, severally or jointly. The Company is not aware of any arrangements the operation of which may at any subsequent
date result in a change of control of the Company.
Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share
denominations which became effective from 22 May 2006.
Property, plant and equipment For US Federal Income Tax purposes, the amount of any dividend paid
in a non-US currency will be included in income in a US dollar amount
The Group has interests in properties in most of the countries where calculated by reference to the exchange rate in effect on the date the
there are Unilever operations. None of these interests are individually dividends are received by you or the depositary (in the case of ADSs),
material in the context of the Group as a whole. The properties are used regardless of whether they are converted into US dollars at that time.
predominantly to house production and distribution activities and as If the non-US currency is converted into US dollars on the day they are
offices. There is a mixture of leased and owned property throughout the received, you generally will not be required to recognise foreign
Group. We are not aware of any environmental issues affecting the currency gain or loss in respect of this dividend income.
properties which would have a material impact upon the Group, and
there are no material encumbrances on our properties. Any difference
between the market value of properties held by the Group and the UK taxation on capital gains
amount at which they are included in the balance sheet is not
Under United Kingdom law, when you dispose of shares or ADSs you
significant. We believe our existing facilities are satisfactory for our
may be liable to pay United Kingdom tax in respect of any gain accruing
current business and we currently have no plans to construct new
on the disposal.
facilities or expand or improve our current facilities in a manner that
is material to the Group. However, if you are either:
■ an individual who is not resident in the United Kingdom for the year
in question; or
Taxation ■ a company which is not resident in the United Kingdom when the
gain accrues
The comments below in relation to United Kingdom and United States
you will generally not be liable to United Kingdom tax on any gains
taxation are based on current United Kingdom and United States
made on disposal of your shares or ADSs.
federal income tax law as applied in England and Wales and the United
States respectively, and HM Revenue & Customs ('HMRC') and Internal
Revenue Service (“IRS”) practice (which may not be binding on HMRC There are exceptions to this general rule, two of which are: if the shares
or the IRS) respectively, in each case as at the latest practicable date or ADSs are held in connection with a trade or business which is
before the date of this document. conducted in the United Kingdom through a branch, agency or
permanent establishment; or if the shares or ADSs are held by an
individual who becomes resident in the UK having left the UK for a
Taxation for US persons holding shares or American period of non-residence of five years or less and who was resident for
Depositary Shares in PLC at least four of the seven tax years prior to leaving the UK. In such cases,
you may be liable to United Kingdom tax in respect of the disposal of
The following notes are provided for guidance. US persons should shares or ADSs.
consult their local tax advisers, particularly in connection with potential
liability to pay US taxes on disposal, lifetime gift or bequest of their
shares or American Depositary Shares ('ADSs'). A US person is a US United States taxation on capital gains
individual citizen or resident, a corporation organised under the laws
of the United States, any state or the District of Columbia, or any other A US person generally will recognise capital gain or loss for US Federal
legal person subject to US Federal Income Tax on its worldwide income. Income Tax purposes equal to the difference, if any, between the
amount realised on the sale and the US person’s adjusted tax basis in
the shares or ADSs, in each case as determined in US dollars. US persons
United Kingdom taxation on dividends should consult their own tax advisers about how to determine the US
dollar value of any foreign currency received as proceeds on the sale of
Under United Kingdom law, income tax is not withheld from dividends shares or ADSs and the treatment of any foreign currency gain or loss
paid by most United Kingdom companies, including PLC. Shareholders upon conversion of the foreign currency into US dollars. The capital gain
of PLC, whether resident in the United Kingdom or not, receive the full or loss recognised on the sale will be long-term capital gain or loss if
amount of the dividend actually declared. the US person’s holding period in the shares or ADSs exceeds one year.
A non-UK resident shareholder or ADS holder holding their shares Non-corporate US persons are subject to tax on long-term capital
or ADSs otherwise than in connection with any trade, profession gain at reduced rates. The deductibility of capital losses is subject
or vocation carried on through a branch, agency or permanent to limitations.
establishment in the UK will not generally be subject to UK tax in
respect of dividends paid by PLC. UK inheritance tax
Under the current estate and gift tax convention between the United
United States taxation on dividends
States and the United Kingdom, shares or ADSs (regardless of whether
If you are a US person, the distribution up to the amount of PLC’s they are situated in the United Kingdom for inheritance tax purposes)
earnings and profits for US Federal Income Tax purposes will be held by an individual shareholder who is:
ordinary dividend income. ■ domiciled for the purposes of the convention in the
Where a United Kingdom inheritance tax liability is prima facie not Shares held through clearance services including
payable by virtue of the convention, that tax can become payable if
any applicable federal gift or federal estate tax on the shares or ADSs Euroclear Nederland
in the United States is not paid.
Special rules apply where shares are issued or transferred to, or to a
Where shares are dealt with through a clearing system or in the form of nominee or agent for, a person providing a clearance service. In such
ADSs, the situs of the shares may not be determinative of the situs of the circumstances, SDRT or stamp duty may be charged at a rate of 1.5 per
interests held by holders through such system or of such ADSs for United cent, with subsequent transfers within the clearance service then being
Kingdom inheritance tax purposes. Where shares are dealt with through free from SDRT and stamp duty (except in relation to clearance service
Euroclear Nederland, there are arguments that the interests of providers that have made an election under section 97A(1) of the
participants in Euroclear Nederland will be situated outside the United Finance Act 1986 which has been approved by HMRC, to which the
Kingdom for the purposes of United Kingdom inheritance tax so long as special rules apply).
Euroclear Nederland maintains the book-entry register of such
In light of EU case law, HMRC accepted that the 1.5 per cent charge is
participants’ interests outside the United Kingdom, although HMRC may
in breach of EU law so far as it applies to issues of shares or to transfers
not accept this analysis. Similarly, there are arguments that ADSs
of shares that are an integral part of a share issue. This EU case law will
registered on a register outside the United Kingdom will be situated
continue to be recognised and followed pursuant to the provisions of
outside the United Kingdom for the purposes of United Kingdom
the European Union (Withdrawal) Act 2018 (the 'EUWA').
inheritance tax, although again HMRC may not accept this analysis.
Shareholders to whom this may be relevant should consult an HMRC’s published view is that the 1.5 per cent. SDRT or stamp duty
appropriate professional adviser. charge continues to apply to other transfers of shares into a clearance
service, although this has been disputed. In view of the continuing
If the ADSs or the shares dealt with through Euroclear Nederland or
uncertainty, specific professional advice should be sought before
both are not situated in the United Kingdom, a gift of such ADSs or such
incurring a 1.5 per cent stamp duty or SDRT charge in any circumstances.
shares by, or the death of, an individual holder of such assets who is
Any liability for stamp duty or SDRT in respect of a transfer of shares into
neither domiciled nor deemed to be domiciled (under certain rules
a clearance service, or in respect of a transfer of shares within such a
relating to long residence or previous domicile) in the United Kingdom
service, which does arise will strictly be accountable by the clearance
will not generally give rise to a liability to United Kingdom inheritance
service or its nominee but may, in practice, be payable by the relevant
tax regardless of whether the estate and gift tax convention between
participant in the clearance service.
the United States and the United Kingdom applies. Special rules may
also apply to such ADSs or such shares dealt with through Euroclear
Nederland which are held on trust. Shares held in ADS form
On the basis of EU case law referred to above and the EUWA, there
UK stamp duty and stamp duty reserve tax should be no stamp duty or SDRT on an issuance of shares into a
The statements in this section are intended as a general guide to the depositary receipt system where such transfer is an integral part of the
current United Kingdom stamp duty and stamp duty reserve tax ('SDRT') raising of capital by the company concerned. A transfer of shares into a
position. Special rules apply to certain transactions such as transfers depositary receipt system may be subject to SDRT or stamp duty may be
of the shares to a company connected with the transferor and those charged at a rate of 1.5 per cent, with subsequent transfers of
rules are not described below. Investors should also note that certain depositary receipts then being free from SDRT.
categories of person are not liable to stamp duty or SDRT and others Any liability for stamp duty or SDRT in respect of a transfer of shares into
may be liable at a higher rate or may, although not primarily liable for a depositary receipt system which does arise will strictly be accountable
tax, be required to notify and account for SDRT under the Stamp Duty by the depositary receipt system operator or its nominee but may, in
Reserve Tax Regulations 1986. practice, be payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as
Issue of shares depositary in respect of the ADSs will not be subject to stamp duty or
SDRT. An agreement for the transfer of ADSs will not be subject to SDRT
Subject to the points noted below in respect of shares issued to but a charge to stamp duty will technically arise on the transfer of ADSs
clearance services (such as Euroclear Nederland) or which are issued if it is executed in the UK or relates to any property situated, or to any
into a depositary receipt system where the shares are to be held in matter or thing done or to be done, in the UK. However, the only
ADS form, no stamp duty or SDRT will arise on the issue of shares in sanction for failing to pay such stamp duty is that the instrument of
registered form by PLC. transfer cannot be produced as evidence in a UK court. Therefore, no UK
stamp duty should in practice be payable on the acquisition or transfer
Transfer of shares of existing ADSs or transfer of beneficial ownership of ADSs.
Depositary fees and charges for PLC Any PLC dividend unclaimed after 12 years from the date of the
declaration of the dividend by PLC reverts to PLC. Any unclaimed
Under the terms of the Deposit Agreement for the PLC American dividends may be invested or otherwise applied for the benefit of PLC
Depositary Shares (ADSs), an ADS holder may have to pay the following while they are claimed. PLC may also cease to send any cheque for any
service fees to the depositary bank: dividend on any shares normally paid in that manner if the cheques in
■ Issuance of ADSs: up to US 5¢ per ADS issued.
respect of at least two consecutive dividends have been returned to PLC
■ Cancellation of ADSs: up to US 5¢ per ADS cancelled.
or remain uncashed.
■ Processing of dividend and other cash distributions not made
securities;
■ taxes and duties upon the transfer of securities (i.e. when shares are
Redemption provisions and capital call
deposited or withdrawn from deposit);
■ fees and expenses incurred in connection with the delivery or Outstanding PLC ordinary shares cannot be redeemed. PLC may make
servicing of shares on deposit; and capital calls on money unpaid on shares and not payable on a fixed
■ fees incurred in connection with the distribution of dividends. date. PLC has only fully paid shares in issue.
Depositary fees payable upon the issuance and cancellation of ADSs
are typically paid to the depositary bank by the brokers (on behalf of Modification of rights
their clients) receiving the newly issued ADSs from the depositary bank
and by the brokers (on behalf of their clients) delivering the ADSs to the
Modifications to PLC's Articles of Association must be approved by a
depositary bank for cancellation. The brokers in turn charge these
general meeting of shareholders.
transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may Modifications that prejudicially affect the rights and privileges of a class
vary over time and may be changed by us and by the depositary bank. of PLC shareholders require the written consent of three-quarters of the
Notice of any changes will be given to investors. affected holders (excluding treasury shares) or a special resolution
passed at a general meeting of the class at which at least two persons
Depositary payments – fiscal year 2022 holding or representing at least one-third of the paid-up capital
(excluding treasury shares) must be present. Every shareholder is
entitled to one vote per share held on a poll and may demand a poll
Deutsche Bank has been the depositary bank for its American vote. At any adjourned general meeting, present affected class holders
Depositary Receipt Programme since 1 July 2014. Under the terms of the may establish a quorum.
Deposit Agreement, PLC is entitled to certain reimbursements, including
processing of cash distributions, reimbursement of listing fees (NYSE),
reimbursement of settlement infrastructure fees (including DTC feeds), Required majorities
reimbursement of proxy process expenses (printing, postage and
distribution), dividend fees and program-related expenses (that include Resolutions are usually adopted at the Company's General Meetings by
expenses incurred from the requirements of the US Sarbanes-Oxley an absolute majority of votes cast, unless there are other requirements
Act of 2002). In relation to 2022, PLC received $4,225,900 from under the applicable laws or the Company's Articles. For example, there
Deutsche Bank. are special requirements for resolutions relating to the alteration of the
Articles of Association and the liquidation of the Company. A proposal
to alter the Articles of the Company can be made either by the
Defaults, dividend arrearages and delinquencies Company's Board or by requisition of shareholders in accordance with
the UK Companies Act 2006. Unless expressly specified to the contrary in
the Company's Articles, the Company's Articles may be amended by a
Defaults Programme special resolution. The Company's Articles can be found on our website.
34,217,605 PLC ordinary shares or ADSs were purchased by or on behalf of PLC or any 'affiliated purchaser', as defined in Section 10b-18(a)(3) of the
US Securities Exchange Act of 1934, during the period covered by this annual report on Form 20-F.
Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), PLC did not conduct any
share repurchases.
■ Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to
evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable
framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative
and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about
the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;
■ Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2022, and has concluded that such
internal control over financial reporting is effective. Management’s assessment and conclusion excludes Nutraceutical Wellness, Inc. (Nutrafol)
from this assessment, as this entity was acquired on 7 July 2022. This entity is included in our 2022 consolidated financial statements, and
constituted 1.6% of our total assets as at 31 December 2022 and 0.3% of total turnover for the year ended 31 December 2022; and
■ KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2022, have also audited the
effectiveness of internal control over financial reporting as at 31 December 2022 and have issued an attestation report on internal control over
financial reporting.
Our independent registered public accounting firm is KPMG LLP, London, United Kingdom, Auditor Firm ID: 1118
Guarantor statements
On 13 August 2020, Unilever N.V. (NV) and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully
guaranteed, jointly and severally, by NV, Unilever PLC (PLC) and Unilever United States, Inc. (UNUS) and that updated the NV and UCC US Shelf
registration filed on 27 July 2017, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS.
As a result of Unification, PLC assumed NV’s liabilities in relation to debt issued under the US shelf registration programme. UCC and UNUS are each
indirectly 100% owned by PLC and consolidated in the financial statements of the Unilever Group. In relation to the US Shelf registration, US$10.75
billion of Notes were outstanding at 31 December 2022 (2021: US$12.1 billion; 2020: US$11.5 billion) with coupons ranging from 0.375% to 5.900%.
These Notes are repayable between 22 March 2023 and 12 August 2051.
All debt securities issued by UCC are senior, unsecured, and unsubordinated and are fully and unconditionally guaranteed, on a joint and several
basis, by PLC and UNUS.
In March 2020, the SEC amended Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain
registered securities, which we have adopted effective immediately. As noted above UCC and UNUS are 100% subsidiaries of Unilever PLC and are
consolidated in the financial statements of the Unilever Group. In addition, there are no material assets in the guarantor entities apart from
intercompany investments and balances. Therefore, as allowed under Rule 13-01, we have excluded the summarised information for each issuer
and guarantor.
The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each
guarantor agrees to ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption
or otherwise. The guarantees also provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt
securities are endorsed.
In addition, a printed copy of the Annual Report on Form 20-F 2022 is available, free of charge, upon request to Unilever, Investor Relations
Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het
financieel toezicht (Wft)’) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information
is not incorporated in, and does not form part of, the Unilever Annual Report and Accounts 2022.
Designed and produced by Unilever Communications.
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For further information about
Unilever please visit our website:
www.unilever.com
Unilever PLC
Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom