Governance and Ethics in Unilever - Case Study Example

Governance and Ethics in Unilever Table of Contents Table of Contents 2 Introduction 4 1 Corporate Governance 4 2 Unilever 4 2. Compliance andDisclosure of Principles of Corporate Governance 6 2.1 Corporate Governance 6 2.2 UK Corporate Governance Code 8 2.3 Code of Corporate Governance of Unilever 10 3. Compliance with UK Corporate Governance code 15 3.1 Importance of Sustainability in Unilever 15 3.2 Approach of Unilever 16 4. Non-compliance with the principles 16 4.1 Shareholder Grievances 17 4.2 The Recovery Process 17 4.3 Impact of non-compliance of corporate governance code on Unilever 18 5. Disclosure of corporate governance by Unilever: A Critical Analysis 18 5.1 Risk management disclosure 19 5.2 Risks Encountered 20 6. Stakeholders and Ethics 20 6.1 Consumers 20 6.2 Society 20 6.3 Employees 21 6.4 Shareholders 21 6.5 International Corporate Governance 22 7. Conclusion 22 Reference list 24 1. Introduction 1.1 Corporate Governance Corporate governance practices are needed in every organization for operating a successful business both nationally and internationally. These are certain codes that are used for directing and controlling the operation of the company (Naciri, 2009; O’Toole and Mayer, 2010; Lawton and Lasthuizen, 2011). The practices and principles plays a pivotal role in developing a nation as it contributes towards wealth creation, generation of employment and provide considerable investment returns to the investors. There are several companies, who have become prominent in the world market by complying good corporate governance policies. Compliance with this codes enable a company to work ethically towards development of the society and its stakeholders; but any non-compliance reflects that company does not consider the interest of the stakeholders as they are the ones who are affected when it encounters issues pertaining to failure of corporate governance codes. 1.2 Unilever In this assignment, the corporate governance principle followed by Unilever is discussed. Unilever is regarded as one of the best fast moving consumer goods company in the world, which is headquartered in London, UK. It offers its goods in 170 counties and there is demand for 160 million purchase units all over the world (Unilever, 2015a). The product line of Unilever is divided into four parts such as household maintenance products, personal care products, refreshments and food products. The personal care section includes products for antiperspirants, hair care and oral care. This section also offers brands such as Rexona, Lux, Dove, Sunsilk, Close Up and many more (Unilever, 2015c). The household maintenance products include washing powders, detergents, dish washer, soap and softeners. The brands of this products are Surf, Omo, Comfort, Domestos, radiant and Sunlight (Unilever, 2015c). The food products comprise sauces, mayonnaise, soups, salad dressings, spreads and margarine. The brands of these products are Blue Band, Knorr, Rama, Amor and many more. The refreshment categories takes into account tea-based cold beverages, ice-cream, vitamin enriched staple food products and weight loss products. The brands of these products are Lipton, Heartbrand, Becel, Slim-fast and Flora (Unilever, 2015c). The company concentrates on catering the needs and requirements of the consumers in the emerging markets as they have noted that there is steady growth in sales in these areas for the last 20 years (Unilever, 2015b; Unilever, 2015j). Unilever has always focused on implementing innovative techniques for developing new products in the consumer goods segment. It is a unique company with a bright future and proud history, which has encouraged it to grow in the emerging market across the world (Unilever, 2015b). Unilever has developed successful plans for sustainable growth by launching, The Compass. The strategy aims at increasing the size of the company and at the same time reduce environmental footprints. It also focuses on increasing positive impact on the society (Unilever, 2015b). The corporate purpose of Unilever highlights that it maintains high standard of corporate behavior towards stakeholders and community (Unilever, 2015d; Unilever, 2015j). 2. Compliance and Disclosure of Principles of Corporate Governance 2.1 Corporate Governance According to International Finance Corporation (2010), corporate governance is referred to the transparency, quality and dependability of relationships that exists between board of directors, shareholders, management and the employees. It actually aims at defining the responsibility of the mentioned individuals towards delivering sustainable values to the stakeholders of the company (Berenbeim, 2010; Borzaga and Becchetti, 2010; Blowfield and Frynas, 2011). For attracting human and financial capital to the company and maintaining sustainable development, governance mechanism is ensured for gaining trust and confidence of the stakeholders. The main aim of the corporate governance is to ensure trustworthy relationship between the stakeholders and company. Good corporate governance is more than compliance; rather it is a culture or climate of responsibility, consistency, fairness, accountability, effectiveness and transparency (According to International Finance Corporation, 2010). The board of directors is regarded as the significant component of corporate structure. The issues that are linked to board of directors’, focus on the processes and methods followed for the decision making purposes (Fernando, 2009). The board of directors aims at improving governance of the company and how it influences the quality of management and decisions. Moreover, the key responsibility of the board is to gain insight into the business and guide the company by devising successful strategy. The decision quality is dependent on the information that is available to them (Mallin, 2011). According to the Executive Officer of International Corporate Governance Network, Anne Simpson, the activities related to corporate governance aims at fulfilling the demand of public and government. The shareholders are benefitted from the appropriate types of information that are provided by the company in the annual reports and sustainability reports. Thus, the shareholders gains trust on the governance of the company with respect to investment of the investors. The investors have the desire to earn an extra amount on the investment. Here, the company should underpin the interest of the shareholders by maintaining accountability and transparency (Mallin, 2011). If a company follows the corporate governance codes, it has the ability to work properly without any disturbance in the business. In order to understand the utilization of corporate governance, it is crucial for knowing few principles. These principles assist in establishing responsibilities and roles of main members of company. The principles are actually linked with the shareholders, stakeholders and board members. However, it also gives emphasis on behavior of company and the limit to which the company discloses its information to the public. The main principle of the corporate governance is discussed henceforth (Financial Reporting Council, 2013). Concentrate on the interest of the stakeholders: The theory related to corporate governance accepts that the stakeholders should be considered in every area of society, legality and market. Treat the shareholders equally: A particular business should not only respect and protect the right of the shareholders but also treat them equally so that they can exercise the right equally. The best way to encourage the shareholders is to allow them to participate in the meetings and give their valuable ideas (Financial reporting Council, 2013). Recognize roles of Board of Directors: The board of directors occupies the highest position in an organization and they have diverse responsibilities. This requires both knowledge and skills for evaluating the performance of the employees (Kimber and Lipton, 2009; Bossink, 2008; Campbell, 2009). Consider Ethical Behavior: Integrity and ethics has important role in corporate governance. The employees should maintain high level of integrity and follow the code of conduct during any decision making process in the company (Financial reporting Council, 2013). If the corporate governance codes are executed in an effective manner, it helps a company to prevent any corporate scandal, crime and fraud. It also assists the company to have a good image in the public eye. Hence, a company without any established corporate governance principle is bound to encounter trouble in the course of business (Financial reporting Council, 2013). 2.2 UK Corporate Governance Code In this section, a brief regarding the code of corporate governance of FTSE companies are given. The corporate governance code is explained with respect to the UK as Unilever is a British multinational company. It will be easy to connect the code followed in the UK with that of the company; in simple words, whether the company complies with the code of conduct. The new edition of code was available during September, 2012,; however it was considered from beginning of October 2012 (Financial reporting Council, 2013). The major changes that are observed in the UK Corporate Governance Code includes, the board of directors should prepare the accounts and reports in such a manner that it provides true information, which are understandable and fair to the shareholders. Moreover, the audit committee should review the financial statements properly so as to avoid bad consequences due to negligence of the management accountants in the company (Financial reporting Council, 2013). The UK Corporate Governance Code also known as Combined Code established good practices that highlights the respect for board effectiveness and leadership, accountability, remuneration and maintaining good relation with the shareholders. The companies listed under Premium listing of equity shares are required to follow the codes and also report in the annual review that how much they have complied with the code (Financial Reporting Council Limited, 2014). The main principles of the code, which the companies listed under the premium listing follow, are detailed below: Accountability The board of directors should ensure that reports are presenting fair, understandable and balanced review of the position of company. They are also responsible for calculating the extent and nature of principle risk, which can be encountered by the company in achieving the strategic goals. Hence, board should maintain an effective internal control system and risk management (FRC, 2014). Leadership There should be an effective board for every company, who will be responsible for the success of the company. The division of responsibility should be clear and there should be good communication between the board members and the executives. The power should be divided in such a manner that there is no biasness in the role. The chairman will be leader and the executives should be allowed to contribute towards strategy making (FRC, 2014). Effectiveness The board members should have appropriate skills and independence so as to discharge respective responsibilities and duties in an efficient manner. The directors should have enough time to look after the company operation and discharge the responsibilities. They should also attend induction program when joining the board and update their skills regularly. The directors are re-elected at a regular interval, which is dependent on the satisfactory level of performance (FRC, 2014). Relationship with the shareholders The company should conduct a dialogue with the shareholders, which are based on mutual understanding of the goals. The board should hold general meetings for communicating with the investors (FRC, 2014). Remuneration The remuneration of the executive directors should be developed in such a manner that it will promote success of the company in the long run. The components related to review of performance should be rigorous, transparent and stretching. The directors are not allowed to decide their remuneration; rather there are transparent and formal procedures through which the remuneration of the directors is ascertained (FRC, 2014). 2.3 Code of Corporate Governance of Unilever The Code of Corporate Governance also known as Code of Business Principles refers to the conduct that should be followed by the employees of Unilever (Unilever, 2015e). They are expected to follow the code and it is provided to the employees in document so that they are well aware of the business principles. The company is subject to corporate governance in Netherland, the UK and also as the foreign issues in the US. The company aims at changing the arrangement of corporate governance as it review the codes quite often. The changes are executed according to the alteration of the requirements. The company operates according to the internationally accepted principles that are related to good practices and corporate governance (Unilever, 2015e). The corporate governance activities of Unilever are linked with the main principles of UK Corporate Governance Code, so as to decipher the fact whether the company complies with the UK code of conduct. Accountability The Board of Directors of Unilever ensures that the annual reports are presented in an understandable and fair manner so as to depict its exact financial position. The board has the responsibility to calculate the nature of principle risk that can be encountered by the company due to the implementation of the strategic goals. According to annual report of Unilever, the company is subject to uncertainties and risks. The company had identified the risks they have encountered presently and are also quite sure of the future risks. However, Unilever has devised appropriate strategies for mitigating the risks and continue a successful business (Unilever, 2015e). The risk identified by the company is acceptance of the brands by the consumers, portfolio management, sustainability, talent retention, customer relation, high quality products, supply chain, transformation of business, external economic and political risks along with natural disaster, pensions, legal and regulatory and ethical. Hence, Unilever maintains a strong risk management framework for reviewing the risks and the decisions are taken accordingly. The review ensures the level of risk that can be accepted by the company to implement the strategies for achieving the goals. The audit committee reviews the risks, disclosure control and internal control procedures in the operation of Unilever (Unilever, 2015e). Leadership Unilever Plc. and Unilever N.V. was combined together to form Unilever Group in 1930 (Unilever, 2015e). The Board of Directors of Plc. and NV are responsible for the general affairs within the company, management and long term success of the business. The one-tier board of the group has the collective duty to take into account the roles of both non-executive and executive directors. In 2014, the company has two Executive Directors, Chief Financial Officer and Chief Executive Officer, who are actually the leaders of Unilever Leadership Executive (ULE) (Unilever, 2015e). Every year, the performance of the board is assessed for improving the effectiveness of the committee and board. The evaluation takes into account individual interview of the directors by the chairperson and after every three years there is external evaluation. The interview addresses all the important aspects of the company operation such as effectiveness, knowledge, training and responsibility. Moreover, during the joining, the directors receive induction program. This helps them to lead their executives efficiently (Unilever, 2015e). Effectiveness In order to increase the effectiveness of the board, five face-to-face meetings are arranged in a particular year. In this meetings, the half-yearly and annual performance of the company are discussed. The meetings also aim at reviewing the financial performance of the company and thus strategies are devised accordingly (Unilever, 2015e). The strategic issues are also discussed in these meetings and appropriate steps are taken for mitigating those issues. In the meetings, the chairman sets the agenda of the board and he also ensures that the directors are revising timely, accurate and clear information regarding the important details of operation. The Chairman also ensures that there is an effective relationship between the non-executive and executive Directors (Unilever, 2015e). The latest annual report of Unilever stated the following important activities that were discussed during the meetings in 2014. Approve and develop the overall strategies. Discuss regarding the overall performance of the business Review the internal risks and how the internal risk management and control system will reduce the risks (Unilever, 2015e). Authorization of the major transaction that have taken place in the company Declaration of the dividends and convincing the shareholders in the meetings Review of the remuneration policy of the Directors. Evaluate the CSR and sustainability living plan of the company If all the directors are not able to be present in the meetings, they have the opportunity to discuss any issue beforehand with Chairman (Unilever, 2015e). Relationship with the shareholders Unilever issues share capital on 31st December 2014 and the shares are listed on London Stock Exchange and are also considered as the American Depository Receipts on New York Stock Exchange (Unilever, 2015e). The shareholders are informed about the changes in the stock price at a regular interval so it can be stated that Unilever has maintained an effective, open and constructive communication with the shareholders. The shareholders are allowed to raise any issue to the Chairman. In Unilever, the Chief financial officer (CFO) is responsible for managing the investor relation along with the help of Chief Executive Officer (CEO). The quarterly performance of the company is communicated to the shareholders through teleconference and telephone. The Executive Directors and the officials in the investor relations department of the company meet a number of investors in industry conference, where their queries and ideas are taken into account for the betterment of the operation of the company (Unilever, 2015e). The feedback from the shareholders is maintained for the success of the business. The company organizes frequent dialogue with the principle shareholders so as to collect information regarding dividend performance. The private investors are allowed to give their feedback through the website portal. The replies are given by the Chairman at the Annual General Meetings (AGM) at the end of each year (Unilever, 2015e). In this AGM, the Chairman critically reviews the performance of the company over the last year and also answers to the queries of the shareholders. The question and answer sessions is significant part for the meetings. The shareholders have the voting right and these rights are only applicable for the holders of depository receipts that are issued by NV shares and preference shares (Unilever, 2015e). Remuneration Unilever always take into consideration the ongoing dialogue of the shareholders and the results of the voting when preparing the remuneration package for the Directors. The directors are not allowed to develop their remuneration policy rather it is prepared based on the ideas given by the shareholders. 3. Compliance with UK Corporate Governance code From the above discussion, it can be stated that Unilever complies with the UK Corporate Governance Code. The main five principles of UK Corporate Governance Code are followed by Unilever during 2014 as per their review in the annual report of 2014. In this year, there are no major changes in the corporate governance; however, the shareholders were not satisfied with the Remuneration Report Policy that was followed by the Board (Unilever, 2015e). 3.1 Importance of Sustainability in Unilever Unilever gives great effort and importance on sustainability and corporate social responsibility and thus it is keen to improve the financial performance of the company, which is the main driver of creating shareholder value and the relative shareholder return. The company believes that the shareholders and their interest are served efficiently by associating both their long-term plans. The shareholders expect to earn good return in future and the company has the desire to earn higher profit and issue more shares (Unilever, 2015e). This contrasting attitude of both the company and shareholders can be unified by the returns that both are receiving against the investment. Unilever is observed to comply with the corporate governance codes so as to maintain harmony in the work place and also satisfy the shareholders (Unilever, 2015e; Unilever, 2015k). Apart from the shareholders, the employees of the company maintain a formal process of communication. The decision making process involves the employees, who give their valuable ideas for the development of company in the long run (Unilever, 2015e). The management and the employees meet regularly for organising a forum that will discuss the Unilever, 2015e issues that are arising in different sites of Unilever in the UK. Collective bargaining is noticed at a number of places and the employees help the Sourcing Unit Forum, which includes national officer representation from at least three recognised trade unions (Unilever, 2015e). 3.2 Approach of Unilever Unilever has always devoted itself for generating sales revenue after considering the demands of their employees and customers. It has complied with the corporate governance code, which has made the company the best in the global industry. The statement of Pual Polman, the Chief executive in Unilever, during January 2015 has proved that Unilever does not only concentrate on profit making; he had criticized the leaders for focusing on the profit leaving any global issue such as climate change and poverty (Burn-Callander, 2015). He had stated that profit is an end product and not a purpose. The Chief has advised that the companies should focus on developing a greener business model by employing sustainable sourced materials while packaging. The global companies should protest against deforestation and ensure the world that there is a zero waste. This statement proved that Unilever is well aware of the consequences that it will encounter if there is any non-compliance to corporate governance code; hence, Unilever devote its time and energy on developing a sustainable business (Burn-Callander, 2015). 4. Non-compliance with the principles It is observed that Unilever have complied with the principles of UK Corporate Governance Code to a great extent. However, there are instances when the shareholder is not satisfied as the company failed to follow the code, which explained that the remuneration policy of the directors will be set according to the opinion and votes of the shareholders. 4.1 Shareholder Grievances The annual report of Unilever during 2014 showed that the shareholders are not happy with the pay structure of the directors i.e. they are against the remuneration policy report that was established by Unilever. The percentage of dissatisfaction of the shareholders regarding the remuneration policy report has increased during 2014 as compared to 2013. The following table highlights the condition of Unilever during 2013 and 2014 (Unilever, 2015e). From the above table, it can be stated that the number of shareholders against the remuneration policy has increased over the years from 2013 to 2014. This highlights the dissatisfaction of the shareholders with the remuneration policy of the Board (Unilever, 2015e). Therefore, Unilever has failed to comply with the UK Corporate Governance Code. 4.2 The Recovery Process During March 2015, after the statement of chief executive in January, his pay was hiked by 24% when the sales were worst in the last four years. Though the company recovered its sales position in the fourth quarter as it rose by 8.4% (Daily Mail City, 2015); however, the chief executive was given a warning regarding the economic factors that will affect the sales to a great extent such as raft in currencies. Hence, this incident also falls under non-compliance of corporate governance as the company failed to safe guard the interest of shareholders, who expects to earn higher return on the invested amounts (Daily Mail City, 2015). The pay hike of the chief executive indicate towards the fact that the remuneration policy was not fair as the company was encountering decline in sales in the same period. 4.3 Impact of non-compliance of corporate governance code on Unilever It is observed that the shareholders are not satisfied with the remuneration policy report of the directors that was prepared during 2014. The remuneration report was not developed in accordance with the UK Corporate Governance Code, which explains that the remuneration plans are developed based on the opinion of the shareholders (Unilever, 2015e). Therefore, during the annual general meeting of 2014, which was held in London, the Chairman of Unilever had to encounter outrage from the shareholders as they questioned regarding the non-compliance. Hence, the impact of the non-compliance of Corporate Governance Code was severe to the management during the annual general meeting. The shareholders had expected that they will register the concerns related to long term incentive schemes, within which some involve the payout of more than 400% of the salary of Chief executive. The basic pay of the Chief executive had already risen to about £1 million, when the operating profit of the company grew by 1% (Treanor, 2014). Thereafter, a lot of questions were raised regarding the rationality of the pay structure of the Board of Directors (Unilever, 2015e). This affected the reputation of Unilever as it was regarded as the best company who complies with the corporate governance code. 5. Disclosure of corporate governance by Unilever: A Critical Analysis Unilever believes in high standard of corporate governance; hence, principles of good corporate governance are reflected on their values and Code of Business Principles (CoBP) (Unilever, 2015f). The company discloses the corporate governance practices in the annual reports, which are published every year. The practices ensure that they comply with the UK Corporate Governance Code. The company discloses all the details of corporate governance practices lucidly in the annual report so as to ensure that the shareholders are aware of the information regarding the practices of Unilever. Through the disclosure, the company assures the shareholders that the information is genuine and transparent enough to trust; this builds the confidence of the shareholders. The disclosure also assures the stakeholder such as employees that the agency problem will be reduced if the company aims at following the corporate governance policy. 5.1 Risk management disclosure Risk management forms an integral part of strategy of Unilever and these strategies are devised in order to achieve the long term goals of the company (Unilever, 2015g). The success of Unilever is dependent on its capability to exploit and identify the risks and opportunities that are encountered by the company in the course of business. Unilever has adopted an appropriate risk profile, which aligns with the vision of the company. It aims at doubling size of the business by reducing the environmental footprints and increasing the positive effect on the society (Unilever, 2015g). The Board of Directors has advised the Committees for reviewing the significant risks at a regular interval. It has also given emphasis on the decisions that would affect the business of Unilever. The review of the level of risk is significant for the company so as to detect the success of business strategies and effectiveness of management for mitigating the risk exposure. The board with the help of the Audit Committee reviews the risks, disclosure controls, internal controls and procedures aligning the operation in Unilever. The auditors also provide several remedial actions that are taken in the due course of business (Unilever, 2015g). 5.2 Risks Encountered There are several principle risks that are encountered by Unilever, which can be severe to the business. Hence, the company has defined them minutely in the annual report and has also provided the possible ways of mitigating the risks. The risk are related to the following events: brand preference, sustainability, customer relationship, portfolio management, supply chain, talent, system and information, safe and high quality products, business transformation, treasury and pension, external political and economic risks along with natural disasters. The annual report bears the details of the risk control techniques, which are responsible for managing the risks at individual and company level (Unilever, 2015g). 6. Stakeholders and Ethics The most important stakeholders of Unilever after considering the company and its external environment are employees, shareholders, society and consumers. 6.1 Consumers During 2014, the consumers of Unilever have encountered tough condition due to economic uncertainties, which have opposed growth worldwide. The change in demand of the consumers has also challenged the business of Unilever. Hence, to meet the need of each category of consumers, the company has devoted itself in innovating new products that will meet the challenges of the market (Unilever, 2015e). 6.2 Society Unilever in partnership with other companies have brought transformational change in the society so as to fight against the global environmental, social and economic issues. Leadership programs along with government and NGO have helped the society to adopt changes at a larger scale (Unilever, 2015h). The company has made efforts in improving in three major areas and creates a transformational change by opposing sustainable agriculture, deforestation and helping the small farmers (Unilever, 2015e; Unilever, 2015i). 6.3 Employees For delivering the main objectives, Unilever requires efficient employees, who have the ability to contribute positively towards the success of the business. Therefore, the company needs to hire, create and retain the talented employees by providing proper training programs and pay structure. Unilever aims at delivering all the benefits that are required for retaining the employees such as appropriate working environment, which gives respect to the interest of the employees. Unilever also ensures gender equality in order to maintain sustainability in the work place (Unilever, 2015e). 6.4 Shareholders Unilever aims at delivering the best operational performance out of the business so as to provide maximum return to the shareholders (Unilever, 2015e). From the above discussion, it is evident that Unilever have identified the most important stakeholder groups and target them with their necessities. The company has addressed each of the stakeholder group with separate strategies. However, there are few ethical issues that are encountered by the company in the course of business due to the negligence of the Board to consider the interest of the stakeholders. The issues are related to pay hike of the chief executive officer and miscommunication between the employers and employees. 6.5 International Corporate Governance Multinational companies have to adopt the rules and regulations associated with corporate governance of the country in which it operates. The rules and regulations attached to corporate governance vary country-wise and thus it is significant for the companies to concentrate on the practices so as to comply with the same. Any non-compliance can raise business issue, which will lead to severe consequences for the company. The companies set their business in the international ground in a hope of generating more revenue and profit from the target market but they have to follow the rules and regulations that are prevalent in the market. Unilever follows the corporate governance requirements that are prevalent in the US other than Netherlands, UK. Primarily, Unilever has to follow the corporate governance requirements of UK Listing rules, Dutch Codes and UK Codes; however, it has to meet the rules of the UK listing companies under New York Stock Exchange, as the companies operates in the US. 7. Conclusion Unilever has gained prominence for the last few decades due to increase in demand for good quality products. The company aims at offering the customers with the best brands that not only rejuvenate the human life but also satisfies them with their daily necessities. The company also focuses on the demands of the consumers apart from innovating number products to satisfy their needs. Unilever follows the UK Corporate Governance Code so as to continue an uninterrupted business. The corporate governance practices followed by Unilever help in constructing the Board of Directors and remuneration policy efficiently. It is observed that Unilever complies with the main principles of the UK Corporate Governance Code and has also maintained its Code of Business Principles by aligning with former. The main principles of UK Corporate Governance Code are leadership, accountability, remuneration, effectiveness and relationship with shareholders. These principles are followed by Unilever for forming an efficient Board and organizational structure, which contributes towards the development of the company. Nevertheless, the company has failed to comply will the rules and regulations of corporate governance code. This has created obstacles for the company officials in the annual general meeting, where they have to encounter a series of queries. 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