UNILEVER PLC

All actions by Executive Directors, Non-Executive Directors or any

Unilever staff are guided to comply with the set of policies of the Code

of Business Principles. This includes, in accordance with the US

Sarbanes-Oxley Act of 2002 and the SEC requirements, the relevant

provisions in relation to a code of ethics for Senior Financial Officers.

No waivers have been requested or granted for this.

The role and responsibilities of the Audit Committee are set out in

written terms of reference, which the Committee reviews annually,

considering relevant legislation and recommended good practices. The

terms of reference are contained within ‘The Governance of Unilever’,

which is available on our website.

The Committee’s responsibilities include, but are not limited to, the

following matters:

■oversight of the integrity of Unilever’s financial statements;

■review of Unilever’s half-yearly and annual financial statements

(including clarity and completeness of disclosure) and the trading

statements for quarter 1 and quarter 3;

■review of Unilever’s non-financial statements and Sustainability

Statement;

■oversight of risk management and internal control arrangements;

■oversight of compliance with legal and regulatory requirements;

■oversight of the external auditors’ performance, objectivity,

qualifications and independence;

■the approval process of non-audit services;

■recommendation to the Board of the nomination of the external

auditors for shareholder approval, and approval of their fees, as

referred to in note 25 on page 190; and

■performance of the internal audit function.

All relevant matters arising are brought to the attention of the Board.