Remuneration report - Unilever

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Report of the Remuneration Committee 

2005 was a year of far-reaching and important changes to the 

way Unilever is run. These changes have had an important impact 

on the work of the Remuneration Committee. 

The most significant change was the ending of the dual 

chairmanship and the creation of the single chief executive role. 

At the AGMs in May 2005 Antony Burgmans was appointed to 

the new role of Non-Executive Chairman, and Patrick Cescau took 

on the new role of Group Chief Executive. This change improved 

our governance and organisational effectiveness. 

At the AGMs in May 2005, three Executive Directors retired after 

long and distinguished careers with Unilever. Clive Butler, Keki 

Dadiseth and Andre van Heemstra all agreed to retire to allow 

the creation of a new executive team. Each agreed to retire at 

the age of 60. Unilever continued to pay their base salary and 

benefits, in lieu of notice, for a maximum of one year, fulfilling 

its contractual obligations. 

Antony Burgmans stepped down as Executive Director at the 

2005 AGMs and assumed the new role of Non-Executive 

Chairman. In fulfilment of contractual obligations he continues to 

receive his salary and benefits until June 2006. However, he is no 

longer entitled to any annual or long-term incentives. After June 

2006, he will receive a fee for his services as Chairman. 

Given the new Board structure and Unilever’s longer-term strategy, 

the Committee reviewed the existing reward packages for each of 

the current Executive Directors during the year. Base salaries have 

been adjusted to reflect the new roles and responsibilities in line 

with the market. The revised salary levels are set out on page 56. 

Annual incentives criteria for 2005 were underlying sales growth, 

trading contribution (Unilever’s version of economic value added) 

and individual performance targets. Taking into account the 

actual delivery of sales growth and trading contribution in 2005, 

the annual incentive Executive Directors earned for 2005 were 

roughly half maximum levels. No awards vested in 2005 for 

Executive Directors under the TSR plan as Unilever’s TSR performance 

over the period 2002-2004 fell short of requirements. Following 

shareholder approval, we operated the Global Performance Share 

Plan for the first time. Its clearly defined performance criteria 

focus management on top-line growth and cash flow generation. 

For 2006, we retained the same criteria as in 2005 for annual 

incentive, and we reviewed individual performance targets to 

ensure these reflect, next to corporate performance, each Executive 

Director’s responsibility for delivering specific growth objectives. 

All this was done to create the greatest possible alignment between 

the various elements of the remuneration package and Unilever’s 

longer-term strategy. 

Finally, we have revised the Report of the Remuneration Committee 

to improve its transparency in respect of the arrangements. 

Bertrand Collomb Chairman of the Remuneration Committee 

David Simon 

Jeroen van der Veer 

Unilever Annual Report and Accounts 2005 53 

Report of the Directors


(continued) 

Remuneration policy 2006 and beyond – Executive Directors 

Main principles 

Unilever’s objective in its remuneration policy for Executive 

Directors is to drive performance and to set reward in support of 

the achievement of its goals. Therefore it is important to recruit 

key executives who can drive the business forward and achieve 

the highest results for shareholders. This is essential to the 

successful leadership and effective management of Unilever as a 

major global company. To meet this objective the Remuneration 

Committee follows three key principles, supported by 

shareholders: 

• A significant proportion of the Executive Directors’ total reward 

is linked to a number of key measures of company performance 

to create alignment with the strategy and business priorities; 

• The reward policy is benchmarked regularly against 

arrangements of other global companies based in Europe. 

Unilever reward policy table 

Short-term (one year) 

Long-term (three year) 

Indicative levels at face 

Element Payment method value as % of base pay Plan objectives/Key drivers Performance measures 

Base salary Cash Market competitive Attraction and retention of Individual performance 

key executives 

Annual incentive Cash (75%) Executive Director: 60% Delivery of trading Trading contribution 

on target contribution (Unilever’s (Executive Director: 40%, 

Shares (25%) (range of 0% – 100%) primary internal measure of Group Chief Executive: 50%) 

economic value added) and 

Group Chief Executive: top-line growth targets Underlying sales growth 

90% on target (Executive Director: 40%, 

(range of 0 – 150%) Individual responsibility for Group Chief Executive: 50%) 

key Unilever business 

objectives Individual contribution to 

Unilever business strategy 

(Executive Director 20%, 

Group Chief Executive: 50%) 

Global Shares Grant level: c. 25% Ungeared Free Cash Flow Ungeared Free Cash Flow (50%) 

performance as the basic driver of Unilever 

share plan Vesting level: 0 – 200% shareholder returns Underlying sales growth 

of grant (50%) 

Top-line growth as 

essential to Unilever’s 

long-term value creation 

TSR plan Shares Grant level: c. 60% Shareholder return at upper Relative total shareholder 

half of peer group with return 

Vesting level: 0 – 200% 20 other companies 

of grant 

Share matching Shares 25% of annual Alignment with shareholders’ 

plan incentive paid interests 

Depending on the level of performance the variable component 

could vary between 0 and around 80% of the total reward 

package (excluding pensions). 

54 Unilever Annual Report and Accounts 2005 

This ensures that Executive Directors’ reward levels remain 

competitive; and 

• An internal comparison is made with the reward arrangements 

for other senior executives within Unilever to support consistent 

application of Unilever’s executive reward policies. 

Each element of the Executive Directors’ reward package focuses 

on supporting different business objectives. The table below 

provides an overview of all the elements of reward (excluding 

pension), the key drivers, the resulting performance measures and 

indicative levels. In setting targets for the performance measures, 

the Committee is guided by what needs to happen to drive 

underlying performance and this is reflected in both the shortterm 

and long-term performance targets. 

Some of the Executive Directors serve as a non-executive on the 

Board of another company. Unilever requires that all remuneration 

and fees earned from outside directorships are paid directly to 

Unilever.


(continued) 

Base salary 

The Remuneration Committee reviews base salary levels annually, 

taking into account external benchmarks in the context of 

company and individual performance. 

Annual incentive 

The annual incentive arrangement rewards Executive Directors for 

the delivery of trading contribution (Unilever’s primary internal 

measure of economic value added) and top-line growth targets, 

as well as for their individual contribution to Unilever’s business 

strategy. 

In 2005, shareholders approved changes to the corporate 

performance criteria for the annual incentive arrangement, to 

ensure continuing alignment with business priorities, and a 

maximum opportunity for the Group Chief Executive of 150% of 

base salary. The maximum level is only payable in the case of 

exceptional performance. The annual incentive opportunity for 

other Executive Directors remains between 0 and 100%. 

The performance criteria for the annual incentive are now: 

• Trading contribution (40%, for Chief Executive maximum 50% 

of base salary). This is Unilever’s primary internal measure of 

economic value added. Increases reflect the combined impact 

of top-line growth, margin improvement and capital efficiency 

gains. It is well aligned with our objective of a progressive 

improvement in return on invested capital and with shareholder 

value creation; 

• Underlying sales growth (40%, for Chief Executive maximum 

50% of base salary). This focuses on the organic growth of 

Unilever’s turnover; and 

• Individual business targets (20%, for Chief Executive maximum 

50% of base salary). The individual performance targets are 

tailored to each individual’s responsibilities to deliver certain 

business objectives supporting the strategy. Individual 

contributions are subject to robust measures and targets to 

ensure objectivity of achievement. 

The annual incentive is calculated at the end of each financial 

year and payable in the following March. Part of the annual 

incentive (25%) is delivered to the Executive Directors in the form 

of shares in NV and PLC, which are matched by a conditional 

award of ‘matching shares’, as further described under long-term 

incentives below. 

Long-term incentives 

In 2005 shareholders also approved the replacement of the 

Executive Option Plan with the Unilever Global Performance Share 

Plan (GPSP). The long-term incentives for Executive Directors now 

consist of three elements, all of which are delivered in shares: 

• Global Performance Share Plan; 

• TSR Long-Term Incentive Plan; and 

• Share Matching Plan (linked to the annual incentive). 

The policy in respect of each of the plans is described below, 

details for 2005 are set out on page 57 and in the tables on 

pages 61 to 64. 

Executive Directors are required to demonstrate a significant 

personal shareholding commitment to Unilever. Within five years 

of appointment, they are expected to hold shares worth 150% of 

their annual base salary. This reinforces the link between the 

executives and other shareholders. 

Global Performance Share Plan (GPSP) 

Under the GPSP conditional rights over shares in NV and PLC are 

awarded annually to Executive Directors. For Executive Directors 

the value of a grant of conditional shares will not exceed 50% of 

base salary. The number of shares actually received at the end of 

the performance periods of the three years depends on the 

satisfaction of the performance targets. 

The performance measures for vesting are underlying sales 

growth (for 50% of the award) and ungeared free cash flow (for 

50% of the award). These are key performance measures in 

Unilever’s external reporting. Underlying sales growth focuses on 

the organic growth of Unilever’s turnover. Ungeared free cash 

flow expresses the translation of profit into cash and thus longer 

term economic value. 

In respect of performance targets, there is a minimum and a 

maximum performance range for each of the two measures and 

associated vesting levels. Each year, the Remuneration Committee 

reviews the performance targets by taking account of market 

conditions and internal financial planning. The Remuneration 

Committee will conduct a review of these targets at the start of 

2006 and ensure that those attached to awards to be made in 

2006 are appropriate and challenging. 

Total Shareholder Return (TSR) Long-Term Incentive Plan 

This plan rewards Executive Directors for creating more value for 

Unilever’s shareholders when compared with the investment 

returns generated by competitors. 

Under this plan conditional rights over shares in NV and PLC are 

awarded annually to Executive Directors. 

The current level of conditional annual awards is as follows: 

• Group Chief Executive: Shares in NV and PLC to the combined 

value of €800 000; and 

• Other Executive Directors: Shares in NV and PLC to the 

combined value of €500 000. 

Vesting is subject to Unilever’s relative Total Shareholder Return 

(TSR) performance. TSR measures the returns received by a 

shareholder, capturing both the increase in share price and the 

value of dividend income (assuming dividends are re-invested). 

Unilever’s TSR performance is compared with a peer group of 

competitors over a three-year performance period. The TSR results 

are compared on a single reference currency basis. 

No shares will vest if Unilever is ranked below position 11 of the 

TSR ranking table over the three-year period. Between 25% and 

200% of the shares will vest if Unilever is ranked in the top half 

of the table as shown below: 




(continued) 

Vested award 

(% of original conditional 

TSR peer group ranking award that will vest) 

12th to 21st 0% 

10th or 11th 25% 

8th or 9th 50% 

5th to 7th 100% 

3rd or 4th 150% 

1st or 2nd 200% 

Peer Group: 

Altria Kao 

Avon Lion 

Beiersdorf L’Oréal 

Cadbury Schweppes Nestlé 

Clorox Orkla 

Coca-Cola Pepsico 

Colgate Procter & Gamble 

Danone Reckitt Benckiser 

Gillette Sara Lee 

Heinz Shiseido 

Kraft will replace Altria and Kimberly-Clark will replace Gillette in 

the peer group. 

Share Matching Plan (linked to the annual incentive) 

The Share Matching Plan enhances the alignment with 

shareholder’s interests and supports the retention of key 

executives. In addition, the necessity to hold the shares for a 

minimum period of three years supports the shareholding 

requirements set out on page 55. 

As mentioned earlier, the Executive Directors receive 25% of their 

annual incentive in the form of NV and PLC shares. These are 

matched with an equivalent number of matching shares. The 

matching shares will vest after three years provided that the 

underlying shares have been retained during this period and the 

Executive Director has not resigned or been dismissed. 

The Remuneration Committee considers that there is no need for 

further performance conditions on the vesting of the matching 

shares because the number of shares is directly linked to the 

annual bonus (which is itself subject to demanding performance 

conditions). In addition, during the three-year vesting period the 

share price of NV and PLC will be influenced by the performance 

of Unilever which, in turn, will affect the ultimate value of the 

matching shares on vesting. 

Executive Directors’ pensions 

Executive Directors are provided with a defined benefit final salary 

pension, which is consistent with the pension provision for other 

Unilever Netherlands and UK employees. The Executive Directors’ 

arrangement provides a pension of a maximum of two-thirds of 

final pensionable pay if they retire at age 60 or later. 


As stated in last year’s report, the Remuneration Committee 

decided that annual incentive would no longer be part of 

pensionable pay for new Executive Directors appointed as from 

2005. For Executive Directors appointed prior to 2005, annual 

incentive is pensionable up to a maximum of 20% of base salary. 

Other benefits and allowances 

Executive Directors enjoy similar benefits to many other 

employees of Unilever. For example, like other employees, 

Executive Directors are able to participate in the UK Employee 

ShareSave Plan, the UK Share Incentive Plan (‘ShareBuy’) and the 

All Employee Option Plan, in the Netherlands. 

Future developments 

The Remuneration Committee intends to continue monitoring 

trends and changes in the market. It keeps a watching brief on 

the continuing alignment between Unilever’s strategic objectives 

and the reward policy for Executive Directors. The Committee is 

continuing its review of the pension arrangements for Executive 

Directors during 2006. 

Commentary on Executive Directors’ Remuneration 

paid in 2005 

The tables on pages 60 to 67 give details of the specific elements 

of the Executive Directors’ reward package in 2005. However, the 

following additional comments may be helpful in understanding 

the various tables. The first sections cover the arrangements for 

current Executive Directors, followed by an explanation of the 

arrangements for former Executive Directors. 

Base salary 

Following the AGMs in May 2005, the number of Executive 

Directors and their responsibilities changed substantially. The 

Committee therefore reviewed base salary levels in light of these 

changes. The salary levels were benchmarked against those paid 

in other major global companies based in Europe, excluding 

companies in the financial sector. The increases for 2005 reflect 

the change in the composition and responsibilities of the 

Executive Directors, market levels as well as individual and 

company performance. The total salary figure compared with that 

for last year has reduced significantly as a consequence of the 

reduction in the number of Executive Directors. The current 

annual base salary levels for the Executive Directors are set out 

below: 

Executive Director Current annual base salary levels 

Based in the UK 

Patrick Cescau £935 000 

Ralph Kugler £570 000 

Rudy Markham £645 000 

Based in the Netherlands 

Kees van der Graaf €760 000


(continued) 

Annual incentive 

The annual incentive awards for 2005 were subject to 

achievement of underlying sales growth and trading contribution 

targets in combination with individual key strategic business 

targets. The Committee measured the results against the targets 

set and determined the annual incentive amounts for 2005. 

Long-term incentive arrangements 

• Global Performance Share Plan 

The first award under this new plan was made to Executive 

Directors in 2005. The performance period of this award is 

1 January 2005 to 31 December 2007 and therefore no award 

vested in 2005. 

• TSR Plan 

Vesting of the conditional award made in 2002 was based on 

the TSR performance of Unilever (when ranked against its 

defined peer group with competitors) over the three-year 

performance period ended 31 December 2004. For this period, 

Unilever was ranked 13 in this peer group and therefore no 

vesting occurred for this award in March 2005. The conditional 

shares awarded in 2002 lapsed. 

• Share Matching Plan 

The matching shares originally granted in 2000 and 2002 on a 

conditional basis vested in 2005, subject to fulfilment of the 

retention conditions. 

• Executive Share Options 

The grants of executive share options made in 2002 became 

exercisable as from 2005. As the size of the 2002 grants was 

based on Unilever’s EPS performance, the options at vesting 

were subject to no further conditions. 

Pensions 

In response to changes in the pension tax regimes in both the 

Netherlands and the UK: 

• The projected value of the Netherlands-based Executive 

Director’s final benefit has been converted from a reasonable 

expectation to a vested benefit, consistent with the treatment 

adopted for other Netherlands senior executives with similar 

expectations; and 

• UK-based Executive Directors and other potentially affected 

employees have been informed that the company will offer 

them the option of capping their benefit provided by the 

Unilever UK Pension Fund at their personal Lifetime Allowance 

and receiving the balance of their benefit directly from the 

company. 

For Executive Directors appointed since 2005, the annual incentive 

no longer forms part of pensionable salary. 

Arrangements for former Executive Directors in 2005 

At the AGMs in May 2005, Antony Burgmans stepped down as 

Executive Director of the Boards of Unilever NV and PLC and 

was appointed in a new role as Chairman of both Boards. 

In line with the provisions of his contract, Mr Burgmans is 

receiving salary and benefits until June 2006. From June 2006 

he will start to receive a Chairmanship fee. While he has received 

a pro-rated annual incentive payment for his service to the 2005 

AGMs, he has no further annual incentive entitlements. Equally, 

he received no long-term incentive awards after the AGMs in May 

2005 and will receive no further new awards. His existing longterm 

incentives are subject to relevant provisions in the plan rules. 

Mr Burgmans’ retirement date will be June 2006, then being 59, 

and from this date he will receive a full pension as if he had 

retired at 60. 

Clive Butler, Keki Dadiseth and André Van Heemstra stepped 

down as Executive Directors at the AGMs in May 2005. Each has 

received a pro-rated annual incentive payment for service to the 

2005 AGMs. None received any new long-term incentive awards 

for the period after May 2005 and their existing long-term 

incentives are subject to relevant provisions in the plan rules. The 

company is respecting its contractual obligations and has provided 

for each director to be paid their base salary and benefits for the 

maximum of one year. Clive Butler and Keki Dadiseth have 

received their payments as lump sums. André Van Heemstra is 

receiving his payments on a monthly basis. They receive their full 

pension benefits at 60 as if they had retired on this date. 

Non-Executive Directors 

The Non-Executive Directors receive fees and (where appropriate) 

an attendance allowance from both NV and PLC. No other 

remuneration is given in respect of their Non-Executive duties 

from either NV or PLC, such as annual incentives, share-based 

incentives or pension benefits. 

The level of their fees reflects their commitment and contribution 

to the companies. The levels were last reviewed in 2004 against 

fees payable by comparable companies in the UK and continental 

Europe, to ensure Unilever’s levels reflected current market 

practice and their increased responsibilities as Directors. The 

current fee levels are set out below: 

Non-Executive Role Fees payable by NV Fees payable by PLC 

Senior Independent Director €48 000 £36 000 

Committee Chairman €38 000 £29 000 

Other Non-Executive Directors €32 000 £24 000 




(continued) 

Other items 

Unilever’s share performance relative to broad-based 

equity indices 

The UK Companies Act 1985 (schedule 7A) requires us to show 

Unilever’s relative share performance, based on Total Shareholder 

Return, against a holding of shares in a broad-based equity index 

for the last five years. The Remuneration Committee has decided 

to show Unilever’s performance against two indices, namely the 

FTSE 100 Index, London, and the Euronext AEX Index, Amsterdam 

as these are the most generally used indices in the UK and the 

Netherlands, where we have our principal listings. 

Five-Year Historical TSR Performance 

Growth in the value of a hypothetical £100 holding over five years 

FTSE 100 comparison based on 30 trading day average values 

130 

120 

110 

100 

90 

80 

70 

60 

50 

Five-Year Historical TSR Performance 

Growth in the value of a hypothetical investment over five years 

AEX comparison based on 30 day average values 

130 

120 

110 

100 

90 

80 

70 

60 

50 

Unilever 

FTSE 100 

Unilever 

AEX 

Dec 2000 Dec 2001 Dec 2002 Dec 2003 Dec 2004 Dec 2005 

Dec 2000 Dec 2001 Dec 2002 Dec 2003 Dec 2004 Dec 2005 


Remuneration committee 

Tasks and responsibilities 

The Committee is responsible for making proposals to the Boards 

on the reward policy for Executive Directors. It is also responsible 

for setting individual reward packages for Executive Directors and 

for monitoring and approving all share-based incentive 

arrangements. The Committee meets at least three times a year 

and, during 2005, it met on 6 occasions. 

Structure and role 

The Chairman of the Committee is Bertrand Collomb. The other 

two Non-Executive Directors of the Committee are David Simon 

and Jeroen van der Veer. 

The Non-Executive Directors are chosen for their broad experience 

and international outlook. 

Advice and assistance 

The Committee does not formally retain remuneration 

consultants. It seeks professional advice from external advisers as 

and when required. During 2005, the Committee sought advice 

from Towers Perrin (an independent firm of human resources 

specialists) on market data, reward trends and performancerelated 

pay. Towers Perrin also provides general consultancy advice 

to Unilever group companies on employee rewards, pension, 

communications and other human resource matters. 

The Committee is supplied with information by Jan van der Bijl, 

who is also one of the Joint Secretaries of Unilever. 

The Group Chief Executive can be invited to attend Committee 

meetings to provide his own insights to the Committee on 

business objectives and the individual performance of his direct 

reports. Naturally, he does not attend when his own remuneration 

is being discussed. 

The Non-Executive Chairman can, in his role as Chairman of the 

Board, also attend the meetings.


(continued) 

The following section contains detailed information on the Executive Directors’ annual remuneration, long-term incentives, pension 

benefits and share interests in respect of 2005. 

Aggregate remuneration for Executive Directors 

The following table gives details of the aggregate remuneration (including long-term incentives) received by Executive Directors as a 

group. 

Annual emoluments (1) 

€ ’000 € ’000 

2005 2004 

Base salary 5 219 7 927 

Allowances and other payments: 

Allowances 255 750 

Other payments (2) 2 586 1 806 

Value of benefits in kind 264 665 

Performance-related payments (annual incentive) (3) 2 752 1 027 

Sub-total of annual emoluments 11 076 12 175 

Other income arising from long-term incentives (4) 

Gains on exercise of share options 10 4 267 

Vesting of matching shares 1 149 782 

Vesting of TSR Long-Term Incentive Plans – 4 105 

Total of annual emoluments and other income arising from long-term incentives 12 235 21 329 

(1) Annual emoluments include: base salary; allowances; other payments (see footnote 2); and the value of benefits in kind earned in respect 

of 2005. It also includes the annual incentive (both the cash element and the element paid in shares) payable in March 2006 relating to the 

performance year 2005. 

(2) Other payments include payments to Antony Burgmans, Clive Butler, Keki Dadiseth and André van Heemstra following contractual 

obligations to provide salary and benefits. 

(3) The value of matching shares awarded on a conditional basis in respect of 2005 is not included. This will be reported in 2009 when the 

shares vest. 

(4) Other income includes the gains realised in 2005 following the exercise of share options granted in earlier years and the value of matching 

shares vested in 2005. No value is attributed to TSR Long-Term Incentive Plan as the shares which were conditionally granted in 2002 did 

not vest and lapsed in 2005. 




(continued) 

Remuneration for individual Executive Directors 

The following table gives details of the total remuneration (including long-term incentives) received by each Executive Director. 

Other income arising from Total of Total of 

Annual Emoluments 2005 (1) long-term incentives in 2005 (2) annual annual 

emoluments emoluments 

Vesting of and other and other 

Gains on TSR/LTIP income income 

Total Total exercise Vesting of in 2005 arising from arising from 

Allowances Value of annual annual of share matching (performance long-term long-term 

Base and other benefits Annual emoluments emoluments options shares period incentives incentives 

salary payments (3) in kind (4) incentive (5) 2005 2004 in 2005 in 2005 2002-2004) in 2005 in 2004 

Name and Base Country € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 

Current Executive Directors 

Patrick Cescau (6) (UK) 1 336 94 98 1 016 2 544 1 779 – 198 – 2 742 3 897 

Kees van der Graaf (NL) 751 7 23 338 1 119 600 – 54 – 1 173 600 

Ralph Kugler (7) (UK) 556 15 7 239 817 – 10 – – 827 – 

Rudy Markham (UK) 943 22 35 425 1 425 1 091 – 185 – 1 610 1 644 

Position changed in 2005 

Antony Burgmans (8) (NL) 592 913 31 266 1 802 1 732 – 241 – 2 043 2 573 

Former Executive Directors (2005) 

Clive Butler (9) (UK) 323 776 20 145 1 264 860 – 172 – 1 436 1 484 

Keki Dadiseth (10) (UK) 414 583 38 186 1 221 1 144 – 137 – 1 358 1 659 

André van Heemstra (11) (NL) 304 431 12 137 884 851 – 162 – 1 046 1 645 

(1) Annual emoluments includes base salary, allowances and other payments (see footnote 3) and the value of benefits in kind earned in 

respect of 2005. It also includes the annual incentive (both the cash element and the element paid in shares) payable in March 2006 

relating to the performance year 2005. The value of the matching shares conditionally awarded in 2006 in respect of the performance year 

2005 is not included as these form part of the long-term incentives and the value will be reported when they vest in 2009. 

(2) Other income includes the gains realised in 2005 following the exercise of share options granted in earlier years. It also includes the value of 

the matching shares vested in 2005, which were originally granted in 2000 and 2002. No vesting occurred in 2005 with respect to the TSR 

LTIP shares granted in 2002 (performance period 2002 to 2004) as Unilever was ranked 13 in the peer group and therefore no value is 

reported here. 

(3) Allowances include the following payments: allowances in lieu of company car; entertaining allowance; ‘blind trust fees’; and allowance to 

compensate for loss of net income suffered because part of the income was paid in the Netherlands. All allowances are taxable in the 

country of residence of the Executive Director concerned apart from the entertaining allowance which is currently tax free in the 

Netherlands. For the Former Executive Directors who stepped down at the AGMs in 2005 the allowance and other payments figures include 

the contractual provisions. 

(4) Includes the value of the following benefits in kind: benefits for company car; housing; medical insurance benefit; and private use chauffeur 

driven cars. Included are the taxable benefits which are taxable in the country of residence of the Executive Director. 

(5) Part of the annual incentive is paid in the form of shares in NV and PLC. The value of these shares is included in the figures of the annual 

incentive shown above. In addition to these shares, each Executive Director is awarded, on a conditional basis, an equivalent number of 

matching shares which are not included above. The value of these matching shares will be reported when they vest in 2009. 

(6) Group Chief Executive from AGMs 2005. 

(7) Appointed as an Executive Director on 11 May 2005. Remuneration shown above covers the period from date of appointment. 

(8) Executive Director until 11 May 2005. Base salary reflects payments up until May 2005. Under allowances and other payments and value of 

benefits in kind, following contractual provisions, received base salary between June to December 2005 (€828 000); June to December 

benefits (€18 000); allowances (€16 000). From June 2006, he will receive a Chairmanship fee. 

(9) Executive Director until 11 May 2005. Base salary reflects payments up until May 2005. Under allowances and other payments the total 

amount received as a lump sum payment of €775 000 (comprising period June 2005 to June 2006) in accordance with contractual 

provisions. 

(10)Executive Director until 11 May 2005. Base salary reflects payments up until May 2005. Under allowances and other payments the total 

amount received as a lump sum payment of €557 000 (comprising period June to December 2005) in accordance with contractual 

provisions. 

(11)Executive Director until 11 May 2005. Base salary reflects payments up until May 2005. Under allowances and other payments and value of 

benefits in kind the total received as monthly payments amounting to €426 000 comprising salary June to December 2005, also for June to 

December 2005 €7 000 benefits and allowances €3 000 in accordance with contractual provisions. 

Figures have been translated into euros using the following exchange rate: €1 = £0.6837. 

60 Unilever Annual Report and Accounts 2005


(continued) 

Executive Directors’ Global Performance Share Plan 

The following conditional shares were outstanding, awarded or vested during 2005 under the Global Performance Share Plan: 

Balance of conditional Conditional grant made 18 May 2005 Balance of conditional 

shares at 1 January 2005 (Performance period 2005 to 2007 (1) ) shares at 31 December 2005 

Share type No. of shares No. of shares Price at award No. of shares 

Patrick Cescau NV – 3 000 €53.00 3 000 

PLC – 20 000 538.50p 20 000 

Kees van der Graaf NV – 2 000 €53.00 2 000 

PLC – 13 500 538.50p 13 500 

Ralph Kugler NV – 2 000 €53.00 2 000 

PLC – 13 500 538.50p 13 500 

Rudy Markham NV – 2 000 €53.00 2 000 

PLC – 13 500 538.50p 13 500 

(1) Each award of performance shares is conditional and vests subject to certain conditions (ungeared free cash flow performance and top-line 

growth performance) three years after the date of the award. The 2005 awards are subject to the performance period 1 January 2005 to 

31 December 2007. 




(continued) 

Executive Directors’ conditional share awards under the TSR Long-Term Incentive Plan 

Conditional rights to ordinary shares in NV and PLC were outstanding, granted or vested/lapsed in 2005 as shown in the table below: 

Balance of Conditional award Conditional awards Balance of 

conditional made 21 March 2005 lapsed 21 March 2005 conditional 

shares (Performance period (Performance period shares at 

at 1 January 2005 to 2007) (1) 2002 to 2004) (2) 31 December 

2005 Market Original 2005 

Share No. of No. of Price at No. of price price No. of 

Name type shares shares award shares at vesting at award shares 


Patrick Cescau NV 12 895 7 890 €50.70 (3 737) €50.70 €66.90 17 048 

PLC 87 306 54 960 505p (26 450) 505p 583p 115 816 

Kees van der Graaf NV 7 739 4 931 €50.70 (2 243) €50.70 €66.90 10 427 

PLC 52 376 34 352 505p (15 870) 505p 583p 70 858 

Ralph Kugler (3) NV 10 427 10 427 

PLC 70 858 70 858 

Rudy Markham NV 12 895 4 931 €50.70 (3 737) €50.70 €66.90 14 089 

PLC 87 306 34 352 505p (26 450) 505p 583p 95 208 


Antony Burgmans NV 20 634 (5 980) €50.70 €66.90 14 654 (4) 

PLC 139 680 (42 319) 505p 583p 97 361 (4) 


Clive Butler NV 12 895 (3 737) €50.70 €66.90 9 158 (4) 

PLC 87 306 (26 450) 505p 583p 60 856 (4) 

Keki Dadiseth NV 12 895 (3 737) €50.70 €66.90 9 158 (4) 

PLC 87 306 (26 450) 505p 583p 60 856 (4) 

André van Heemstra NV 12 895 (3 737) €50.70 €66.90 9 158 (4) 

PLC 87 306 (26 450) 505p 583p 60 856 (4) 

(1) The end date of the performance period in respect of the conditional award made in 2005 is 31 December 2007. 

(2) The conditional awards made in 2002, which vested in 2005 were based on the TSR performance of Unilever (when ranked against its 

defined peer group) over the three-year performance period ending 31 December 2004. For this period, Unilever was ranked 13 out of its 

peer group and therefore no vesting occurred for this award in March 2005 and the awarded shares of the award 2002 lapsed. 

(3) Balance of conditional shares as from the date of appointment as Executive Director. Awards and vestings before are included in the balance. 

(4) Stepped down as Executive Director in May 2005. Balance is at May 2005. 

TSR ranking of Unilever shares against its defined peer group of companies for period 2003 to 2005 

The following graph shows Unilever’s position relative to the TSR peer group of companies for each of the three performance periods 

ending 31 December 2003, 2004 and 2005. 

Unilever’s position relative to the TSR reference group 

7 

14 

21 

2003 2004 2005 

The reference group, including Unilever, consists of 21 companies. Unilever’s position is 

based on TSR over a three-year rolling period. 



(continued) 

Executive Directors’ Share Matching Plan 

The following conditional shares were outstanding, awarded or vested during 2005 under the share matching plan: 

Balance of Shares vested during 2005 Balance of 

conditional Conditional shares conditional 

shares awarded in 2005 (1) Shares vested on 21 March 2005 (2) Shares vested on 21 March 2005 (3) shares at 

at 1 January 31 December 

2005 Market Original Market Original 2005 

Share No. of No. of Price at No. of price price No. of price price No. of 

Name type shares shares award shares at vesting at award shares at vesting at award shares 


Patrick Cescau NV 4 255 271 €50.70 (421) €50.70 €49.90 (1 461) €50.70 €66.90 2 644 

PLC 29 042 1 896 505p (3 327) 505p 392.80p (10 342) 505p 583p 17 269 

Kees van der Graaf NV 1 715 238 €50.70 (97) (6) €50.70 €53.70 (425) €50.70 €66.90 1 431 

PLC 11 940 1 664 505p (726) (6) 505p 432.75p (3 008) 505p 583p 9 870 


PLC 9 567 9 567 

Rudy Markham NV 3 657 328 €50.70 (436) €50.70 €49.90 (1 324) €50.70 €66.90 2 225 


PLC 25 095 2 282 505p (3 445) 505p 392.80p (9 370) 505p 583p 14 562 

Antony Burgmans NV 5 259 337 €50.70 (525) €50.70 €49.90 (1 768) €50.70 €66.90 3 303 (5) 

PLC 35 877 2 342 505p (4 147) 505p 392.80p (12 516) 505p 583p 21 556 (5) 


Clive Butler NV 3 357 94 €50.70 (481) €50.70 €49.90 (1 151) €50.70 €66.90 1 819 (5) 

PLC 23 120 657 505p (3 802) 505p 392.80p (8 148) 505p 583p 11 827 (5) 

Keki Dadiseth NV 3 462 121 €50.70 (1 318) €50.70 €66.90 2 265 (5) 

PLC 23 220 841 505p (9 327) 505p 583p 14 734 (5) 

André van Heemstra NV 3 044 90 €50.70 (588) €50.70 €49.90 (953) €50.70 €66.90 1 593 (5) 

PLC 20 910 627 505p (4 417) 505p 392.80p (6 745) 505p 583p 10 375 (5) 

(1) Each award of matching shares is conditional and vests three years after the date of the award subject to certain conditions. The 2005 

award was made on 21 March 2005 and will vest on 21 March 2008. 

(2) The conditional shares awarded on 21 March 2000 (relating to the 1999 performance period) vested on 21 March 2005. 

(3) The conditional shares awarded on 21 March 2002 (relating to the 2001 performance period) vested on 21 March 2005. 

(4) Balance of conditional shares as from the date of appointment as Executive Director. 

(5) Balance is at May 2005 when they stepped down as Executive Director. 

(6) Conditional shares awarded 15 May 2000. 

The closing market prices of ordinary shares at 31 December 2005 were €57.85 (NV shares) and 576.5p (PLC shares). During 2005 the 

highest market prices were €60.80 and 602.5p respectively, and the lowest market prices were €48.39 and 487.5p respectively. 




(continued) 

Executive Directors’ share options 

Details of the option plans under which Executive Directors and employees are able to acquire ordinary shares of NV and PLC are 

shown in note 31 on pages 132 to 141. 

Options to acquire NV ordinary shares of €0.51 each and options to acquire PLC ordinary shares of 1.4p each were granted, exercised, 

lapsed and held during 2005 as follows: 

Options outstanding Options outstanding 

below market price above market price 

at 31 December 2005 at 31 December 2005 

Number 

Balance of Number of options Balance of Weighted Weighted 

options at of options exercised/ options at average average First Final 

Share 1 January granted lapsed 31 December Number exercise Number exercise exercisable expiry 

Name type 2005 in 2005 in 2005 2005 of shares price of shares price date date 


Patrick Cescau 

Executive Plan NV 86 193 1 500 (1) 89 722 45 079 €52.99 44 643 €66.25 08/05/01 08/11/15 

2 029 (2) 

Executive Plan PLC 581 666 10 000 (1) 606 591 364 551 499.4p 242 040 607.74p 08/05/01 08/11/15 

14 925 (2) 

NL All-Employee Plan NV 200 50 (3) 250 150 €52.60 100 €66.28 12/06/02 17/05/10 

Kees van der Graaf 

Executive Plan NV 43 950 600 (1) 45 150 27 750 €54.90 17 400 €65.81 24/03/02 08/11/15 

600 (2) 


4 000 (2) 

NL All-Employee Plan NV 250 50 (3) (50) (4) 250 150 €52.60 100 €66.28 12/06/02 17/05/10 

UK ShareSave Plan PLC – 3 054 (5) 3 054 3 054 541p – – 01/10/10 31/03/11 

Ralph Kugler 

Executive Plan NV 58 875 (8) 58 875 40 200 €54.56 18 675 €66.12 24/03/02 20/03/15 

Executive Plan PLC 392 500 (8) 392 500 232 000 481.065p 160 500 584.729p 24/03/02 20/03/15 

NL All-Employee Plan NV – (8) 50 (3) 50 50 €53.00 – – 18/05/05 17/05/10 

UK ShareSave Plan PLC 3 970 (8) 3 054 (5) (3 970) (6) 3 054 3 054 541p – – 01/10/10 31/03/11 

Rudy Markham 



NL All-Employee Plan NV 250 50 (3) (50) (4) 250 150 €52.60 100 €66.28 12/06/02 17/05/10 

UK ShareSave Plan PLC 6 336 (3 283) (7) 3 053 3 053 535.5p – – 01/10/09 31/03/10 


Antony Burgmans 



NL All-Employee Plan NV 250 (50) (4) 200 100 €52.40 100 €66.28 12/06/02 12/05/09 


Clive Butler 

Executive Plan NV 89 252 1 500 (1) 90 752 (9) 54 752 €50.74 36 000 €66.64 02/06/00 20/09/08 

Executive Plan PLC 803 384 10 000 (1) 813 384 (9) 558 384 408.682p 255 000 610.588p 11/12/98 20/09/08 

NL All-Employee Plan NV 250 250 (9) 150 €52.62 100 €66.28 12/06/02 12/05/09 

Keki Dadiseth 

Executive Plan NV 63 150 1 500 (1) 64 650 (9) 43 800 €52.10 20 850 €66.71 02/06/00 20/09/08 

Executive Plan PLC 426 892 10 000 (1) 436 892 (9) 246 892 461.551p 190 000 597.853p 29/05/99 20/09/08 

NL All-Employee Plan NV 100 100 (9) 100 €52.40 – – 02/06/03 12/05/09 

UK ShareSave Plan PLC 2 744 2 744 (9) – – 2 744 603p 01/06/05 30/11/05 

André van Heemstra 

Executive Plan NV 55 650 55 650 (9) 33 600 €55.11 22 050 €65.59 24/03/02 31/01/08 

Executive Plan PLC 371 000 371 000 (9) 197 000 514.513p 174 000 586.379p 24/03/02 31/01/08 

NL All-Employee Plan NV 200 200 (9) 100 €52.40 100 €66.28 12/06/02 12/05/09 



(continued) 

Footnotes for table on preceding page: 

(1) Premium grants made under the Executive Plan on 21 March 2005 at an option price of €50.70 (NV shares) and 505p (PLC shares). 

(2) Premium grants made under the Executive Plan on 9 November 2005 at an option price of €56.85 (NV shares) and 563p (PLC shares). 

(3) Grants made under the Netherlands All-Employee Option Plan on 18 May 2005 at an option price of €53.00 (NV shares). 

(4) Options exercised on 3 June 2005 at a market price of €54.70 (NV shares). The options were originally granted in 2000 at an option price 

of €53.05. 

(5) Options granted on 7 June 2005 at an option price of 541p per share. 

(6) Options exercised on 5 October 2005 at a market price of 592.5p. The options were originally granted on 9 June 2000 at an option price of 

425p. 

(7) Options lapsed without value on 31 March 2005. 

(8) Newly appointed as an Executive Director in May 2005. Balances shown are as at date of appointment. 

(9) Stepped down from the Boards in May 2005. Balances shown are as at date of retirement from the Boards. 

The value, calculated in accordance with an adjusted Black-Scholes pricing method in respect of options granted in 2005 to 

the current Executive Directors was as follows: Patrick Cescau €85 550; Kees van der Graaf €33 193; Rudy Markham €32 157; 

and Ralph Kugler €5 507. 

The term ’Executive Plan’ refers to options granted under the PLC, NV or North America Executive Option Plans. 

The closing market prices of ordinary shares at 31 December 2005 were €57.85 (NV shares), 576.5p (PLC shares). During 2005 the 

highest market prices were €60.80 and 602.5p respectively, and the lowest market prices were €48.39 and 487.5p respectively. 




(continued) 

Executive Directors’ pensions (1) 

Pension values for the year ended 31 December 2005 are set out below. 

Increase 

Increase Transfer value in transfer value Individual Transfer value 

Accrued in accrued Accrued of accrued during 2005 contributions of accrued 

Age at pension at pension pension at pension at (less individual made during pension at 

Name and 31/12/05 31/12/04(2) during 2005 (3) 31/12/05 (2) 31/12/04 (4) contributions) 2005 31/12/05 (4) 

base country € ‘000 pa € ‘000 pa € ‘000 pa € ‘000 € ‘000 € ‘000 € ‘000 


Patrick Cescau (UK) 57 873 60 933 14 459 2 239 72 16 770 

Kees van der Graaf (5) (NL) 55 331 207 538 4 158 2 776 8 6 942 

Ralph Kugler (6) (UK) 49 338 58 396 3 647 1 733 31 5 411 

Rudy Markham (UK) 59 678 74 752 13 347 1 746 54 15 147 


Antony Burgmans (7) (NL) 58 959 155 1 114 14 151 3 738 16 17 905 


Clive Butler (8) (UK) 59 570 48 618 10 959 1 260 17 12 236 

Keki Dadiseth (8) (UK) 60 750 43 793 15 156 1 058 23 16 237 

André van Heemstra (8) (NL)59 566 18 584 8 609 624 8 9 241 

The increase in transfer value during 2005 includes the effect of salary increases, additional service, benefit enhancements and any 

changes in actuarial bases. 

(1) Figures have been translated into euros where necessary using the following exchange rates: 31 December 2004 €1.00 = £0.7069; 

31 December 2005 €1.00 = £0.6864; and average for the year ended 31 December 2005 €1.00 = £0.6837. 

(2) Calculated on a deferred basis using the Executive Directors’ service to 31 December 2004 and 31 December 2005 respectively on the basis 

that the Executive Directors remain in service until at least age 60 and that the pension payment commences at that time. It includes all 

pensions provided from Unilever pension plans. In the event that an Executive Director leaves service prior to age 60 and the payment of 

pension commences earlier than age 60, the pension payable would be on a reduced basis. The Netherlands-based Executive Director’s 

arrangements, which previously operated on the basis of a justifiable expectation and did not provide vested deferred entitlement, have 

been converted to a vested benefit, consistent with the treatment adopted for other Netherlands senior executives with similar expectations. 

(3) Includes the effect of inflation on the accrued pension at 31 December 2004. 

(4) For the Netherlands-based Executive Director’s arrangement calculated on the basis used by the Unilever Netherlands pension plan 

(‘Progress’), as prescribed by the Netherlands Ministry of Social Affairs and Employment. For the UK based Executive Directors’ arrangement 

calculated on the market related basis used by the Unilever United Kingdom pension plan (UUKPF), in line with the GN11 guidance note 

published by the Institute and Faculty of Actuaries in the United Kingdom. Changes in the bases during 2005 had the effect of significantly 

increasing transfer values for the UK based Executive Directors. 

(5) Reached age 55 during the year, hence values at 31 December 2005 include the NV arrangement (see footnote 2 above). 

(6) Joined the Boards in May 2005. Figures shown in the table above relate to the date of joining the Boards, or the period starting on that 

date, as appropriate. Figures at 10 May 2005 include pension, and the transfer value of pension, accrued prior to becoming an Executive 

Director. 

(7) Changed from Executive to Non-Executive Director in May 2005. Figures shown in the table above are at the date of change or the period 

ending on that date, as appropriate. 

(8) Stepped down from the Boards in May 2005. Figures shown in the table above are at the date they stepped down, or the period ending on 

that date, as appropriate. 

The Listing Rules of the Financial Services Authority are different from the Directors’ Remuneration Report Regulations 2002 and require 

the following disclosures for defined benefit pension plans which are calculated on an alternative basis to those disclosed in the table 

above: 

• Increase in accrued pension during 2005 (excluding the effect of inflation on the accrued pension at 31 December 2004): 

Patrick Cescau €37 000; Kees van der Graaf €204 000; Ralph Kugler €38 000; Rudy Markham €35 000; Antony Burgmans 

€147 000; Clive Butler €15 000; Keki Dadiseth €nil; and André van Heemstra €13 000; and 

• Transfer value at 31 December 2005 of the increase or decrease in accrued pension during 2005 (excluding the effect of inflation 

on the accrued pension at 31 December 2004 and less individual contributions): Patrick Cescau €585 000; Kees van der Graaf 

€2 571 000; Ralph Kugler €490 000; Rudy Markham €661 000; Antony Burgmans €2 353 000; Clive Butler €264 000; 

Keki Dadiseth €(29 000); and André van Heemstra €172 000. 

The Dutch Corporate Governance Code requires the following disclosure of pension service costs charged to operating profit: 

Patrick Cescau €693 000; Kees van der Graaf €676 000; Ralph Kugler €162 000; Rudy Markham €275 000; Antony Burgmans 

€1 684 000; Clive Butler €257 000; Keki Dadiseth €386 000; and André van Heemstra €268 000. 



(continued) 

Executive Directors’ interests – share capital 

The interests in the share capitals of NV and PLC and their group companies of those who were Executive Directors at 31 December 

2005 and of their immediate families were as shown in the table below: 

Shares held at Shares held at 

1 January 2005 31 December 2005 

(excluding unvested (excluding unvested 

Name Share type (1) matching shares) matching shares) 

Patrick Cescau (2) NV 20 964 23 117 

PLC 51 123 89 400 

Kees van der Graaf NV 5 426 6 236 

PLC 21 066 26 750 


PLC 36 123 36 144 

Rudy Markham NV 40 210 42 348 

PLC 128 180 143 571 

(1) NV shares are ordinary €0.51 shares and PLC shares are ordinary 1.4p shares. 

(2) Balances include under NV 12 905 NV New York shares and under PLC 5 678 ADRs (22 712 PLC) shares. 

(3) Opening balance for Ralph Kugler is at appointment as Executive Director in May 2005. 

The Executive Directors, in common with other employees of PLC and its United Kingdom subsidiaries, had beneficial interests in 

48 888 961 PLC ordinary shares at 1 January 2005 and 43 232 118 PLC ordinary shares at 31 December 2005, acquired by the 

Unilever Employee Share Trust (Jersey) for the purpose of satisfying options and vesting of shares under various group share plans 

(including the PLC Executive Option Plans and the UK Employee ShareSave Plan). Further information, including details of the NV and 

PLC ordinary shares acquired by certain group companies in connection with other share-based compensation plans, is given in note 31 

on pages 132 to 141. 

The voting rights of the Directors who hold interests in the share capitals of NV and PLC are the same as for other holders of the class 

of shares indicated. None of the Directors’ or other executive officers’ shareholdings amounts to more than 1% of the issued shares in 

that class of share. Except as stated above, all shareholdings are beneficial. 

The only changes in the interests of the Executive Directors and their families in NV and PLC ordinary shares between 31 December 

2005 and 28 February 2006 were that: 

• The holding of the Unilever Employee Share Trust (Jersey) has reduced to 42 486 540 PLC ordinary shares; 

• Kees van der Graaf, Ralph Kugler and Rudy Markham each acquired further interests in 43 PLC ordinary shares during January and 

February due to monthly ShareBuy purchases; and 

• Patrick Cescau purchased on 10 February 1 150 Unilever N.V. shares. 




(continued) 

Non-Executive Directors’ remuneration 

The total fees payable to each Non-Executive Director in 2005 are set out below. Figures for 2004 include those fees payable prior to May 

2004 in their capacity as Advisory Directors. 

€ € € € 

Fees payable Attendance Total fees paid Total fees paid 

Name in 2005 (9) allowance (9) in 2005 (9) in 2004 (9) 

Bertrand Collomb (1) 100 654 – 100 654 85 726 

Leon Brittan (2) 67 102 – 67 102 62 133 

Lynda Chalker (3) 80 415 – 80 415 71 049 

Wim Dik (2)(4) 67 102 – 67 102 63 261 

Oscar Fanjul (4) 67 102 – 67 102 63 261 

Hilmar Kopper (5) 80 415 – 80 415 72 177 

David Simon (6) 67 102 – 67 102 62 133 

Jeroen van der Veer (6) 67 102 – 67 102 63 261 

Claudio Gonzalez (4)(8) 27 959 25 770 53 729 99 001 

Antony Burgmans (2)(7) – – – – 

(1) Senior Independent Director, Vice Chairman NV and PLC, and Chairman of Nomination Committee and Remuneration Committee. 

(2) Member of External Affairs and Corporate Relations Committee. 

(3) Chairman of External Affairs and Corporate Relations Committee. 

(4) Member of Audit Committee. 

(5) Chairman of Audit Committee. 

(6) Members of Nomination Committee and Remuneration Committee. 

(7) Chairman NV and PLC, and Nomination Committee member. Non-Executive Director as from AGMs 2005. Antony Burgmans did not 

receive a fee as Chairman in 2005. For further details of his remuneration please refer to page 60. 

(8) Stepped down at 2005 AGMs. 

(9) Covers total fees received from both NV and PLC. 



(continued) 

Non-Executive Directors’ interests – share capital 

The interests in the share capitals of NV and PLC and their group companies of those who were Non-Executive Directors as at 

31 December 2005 (including those of their immediate families) were as shown below: 

Shares held at Shares held at 

Name Share Type (1) 1 January 2005 31 December 2005 

Antony Burgmans (2) NV 37 941 44 616 

NV (3) 7 750 – 

PLC 89 465 130 026 

Bertrand Collomb NV 111 111 

PLC – – 

Leon Brittan NV – – 

PLC – – 

Lynda Chalker NV – – 

PLC 2 526 2 526 

Wim Dik NV – – 

PLC – – 

Oscar Fanjul NV 692 692 

PLC – – 

Hilmar Kopper NV – – 

PLC – – 

David Simon NV – – 

PLC 3 051 3 158 

Jeroen van der Veer NV 5 600 5 600 

PLC – – 

(1) Except where otherwise stated, NV shares are ordinary €0.51 shares and PLC shares are ordinary 1.4p shares. 

(2) Balance at 1 January 2005 as Executive Director. 

(3) Held as preference shares of €0.05. 

There were no changes in the interests of the Non-Executive Directors and their immediate families in NV and PLC ordinary shares 

between 31 December 2005 and 28 February 2006. 

The Report has been approved by the Boards and has been signed on their behalf by the Joint Secretaries, J A A van der Bijl and S G Williams. 

By order of the Boards 

J A A van der Bijl 

S G Williams 

Joint Secretaries of Unilever N.V. and Unilever PLC 

28 February 2006 

Definition of auditable part of the report of the Remuneration Committee 

In compliance with the UK Directors’ Remuneration Report Regulation 2002, and under Title 9, Book 2 of the Civil Code in the 

Netherlands, the auditable part of the report of the Remuneration Committee comprises the ’Aggregate remuneration for Executive 

Directors’ on page 59, the ’Remuneration for individual Executive Directors’ on page 60, the ‘Executive Directors’ Global Performance 

Share Plan’ on page 61, the ’Executive Directors’ conditional share awards under the TSR Long-Term Incentive Plan’ on page 62, 

the ‘Executive Directors’ Share Matching Plan’ on page 63, ’Executive Directors’ share options’ on pages 64 and 65, ’Executive 

Directors’ pensions’ on page 66, ’Executive Directors’ interests – share capital’ on page 67, ‘Non-Executive Directors remuneration’ 

on page 68 and ‘Non-Executive Directors’ interests – share capital’ on page 69.

Remuneration report - Unilever

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