FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 2005
UNILEVER PLC
(Translation of registrant's name into English)
UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No .X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- _______
Exhibit 99 attached hereto is incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNILEVER PLC
/S/ S G WILLIAMS
By S G WILLIAMS
SECRETARY
Date: December 19 2005
EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to London Stock Exchange dated
19 December 2005, 'Unilever Structural Review'
Exhibit 99
UNILEVER RETAINS AND STRENGTHENS ITS DUAL STRUCTURE
The Board of Unilever today announces the outcome of the final stage of its
review of corporate governance and structure. Two previous stages concentrated
on its board and leadership structure.
Following a review of its current corporate structure, the Unilever Board
concluded that:
- The current structure, with some important changes, meets the needs of the
business for the foreseeable future. It provides fiscal flexibility and does
not hinder the operation of the business, decision-making or organisational
efficiency, all of which have been substantially strengthened by the changes
introduced at this years' AGMs
- Alternative unitary structures would not today offer compelling benefits
The Board has therefore decided that the NV/PLC structure is well-placed to meet
the needs of Unilever's business and the interests of shareholders.
The changes we are proposing will enhance balance sheet and capital structure
flexibility and further improve elements of our corporate governance.
Specifically, the Board has decided:
- To adapt Unilever's constitutional arrangements to allow greater
flexibility to allocate assets between both parent companies. This will
ensure that Unilever continues to be able to return capital to shareholders
and to pay dividends in the most efficient manner
- To simplify the relationship between our PLC and NV shares by establishing
a one-to-one equivalence in their underlying economic value. This will
create transparency between the quotations of our various shares and will be
achieved by a split of the NV shares and a consolidation of the PLC shares
- To allow shareholders the right to nominate candidates to the Board,
taking into account the need to ensure the unity of management. Unilever
already has, in effect, a unified board structure with one Chairman and one
Group Chief Executive.
Antony Burgmans, Chairman of Unilever, said:
"We have conducted a thorough and exhaustive review of our corporate structure.
The Board has concluded that the present structure will serve our interests
best, but with some significant changes made to it. These changes will provide
additional and important balance sheet and capital structure flexibility and
will further improve elements of our corporate governance.
"Three important principles guided us. First, Unilever's commercial operations
should be advanced and not prejudiced by any change. Second, any change should
have tangible benefits for shareholders. Lastly, any change should improve
transparency and flexibility. Based on these criteria the Board has unanimously
decided to strengthen the current structure. This structure has been and still
serves as a framework by which we can benefit from the best of many cultures and
influences."
The appropriate resolutions to implement the proposed changes will be put before
shareholders at the annual general meetings in May 2006.
The review team was led by Chairman Antony Burgmans and included non-executive
directors Jeroen van der Veer and David Simon. Professional advice was provided
by Rothschild and UBS Investment Bank, together with Michael Pescod of Tricorn
Partners and John Studzinski of HSBC. Legal advice was provided by De Brauw
Blackstone Westbroek, Slaughter and May, Cravath, Swaine & Moore LLP.
- ends -
Notes to Editors
In May 2004, Unilever's Boards were structured to include a majority of
independent non-executive directors.
In May 2005, the governance of Unilever was further revised to replace joint
executive Chairmen with a single non-executive Chairman and a single Group Chief
Executive.
A conference call and audio webcast will be held today at 10:00 (GMT), 11:00
(CET), 05:00 (ET).
General Public (Listen Only) Numbers:
From the UK or Europe, please call
+44 (0) 1296 311 650 Pin: 649248#
From the US, please call
+1 877 810 2621 or + 1 617 786 1940 Pin: 27268091#
Replay Numbers:
From the UK or Europe, please call
+ 44 (0) 1296 618 700 Pin: 299467#
From the US, please call
+ 1 888 286 8010 or +1 617 801 6888 Pin: 80623209#
We advise that you try to dial in to the conference at least 10 minutes prior to
the conference - lines will be open 1 hour before.
The teleconference will be recorded and available immediately for a period of
two weeks.
You can access the webcast via www.unilever.com/investorcentre or by clicking on
the link:
http://events.ctn.co.uk/ec/unilever/133/
Contact numbers:
Unilever Press Office: +44 (0) 20 7822 6805/6010
+31 10 217 4844
Investor Relations: +44 (0) 20 7822 6048/6830
+31 10 217 3859
SAFE HARBOUR STATEMENT: This release may contain forward-looking statements,
including 'forward-looking statements' within the meaning of the United States
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting the Group. They are not
historical facts, nor are they guarantees of future performance. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements. Further details of
potential risks and uncertainties affecting the Group are described in the
Group's filings with the London Stock Exchange, Euronext Amsterdam and the US
Securities and Exchange Commission, including the Annual Report & Accounts on
Form 20-F. These forward-looking statements speak only as of the date of this
release.