UNILEVER PLC

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

Unilever employees are required to comply with 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 practice. The

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

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 trading

statements for quarter 1 and quarter 3;

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

Statement;

■oversight of risk management and internal control arrangements;

■oversight of compliance with legal and regulatory requirements;

■oversight of external auditors’ performance, objectivity, qualifications

and independence;

■approval process of non-audit services;

■recommendation to the Board of the external auditors’ nomination

for shareholder approval, and approval of their fees, see note 25 on

page 182; and

■performance of the internal audit function.

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