ASSIGNMENT OF BUSINESSENVIRONMENT ON CORPORATE GOVARNANCE & CSR OF HINDUSTAN UNILEVER LIMITED

SUBMITTED TO:

SUBMITTED BY

INTRODUCTION:
HINDUSTAN UNILEVER LIMITED is Indias largest fast moving
consumer goods company with leadership in HOME&PERSONAL care products and FOOD&BEVERAGES.It supplies high quality goods and services to meet the daily needs of consumer and industry. The mission of HUL is ADD VITALITY TO LIFE and this mission is inspired by 36000 employees. The vision of HUL is to be environmentally responsible organization to make continuos improvements in the management of the environmental impact.

Corporate

Social .Responsibility:
Hindustan unilever limiteds vision is to earn love &respect of India by making a real difference to every Indian.HUL integrates its social,economic anld environmental agenda with its brands ,its people and the way its operates. HUL has identified five key platforms Health&Nutrition ,Empowerment of women, enhancing livelihoods,water conservatism and cutting green house gases to pursue its corporate responsibility. CSR in HUL is rooted in its corporate purpose the belief that to succeed requires the highest standards of corporate behaviour towards our employees,consumers and the socities and world in which we live.

o Greening barrenWater conservation&harvesting water scarcity is one of the biggest crises in India in terms of spread and severity. Water conservation and harvesting in HULs own operations will help conserve and regenerate this scarce resource.

o o

SHAKTI: Changing lives in rural areasShakti in HULs rural initiative which targets small villages with population of less than 2000 people or less. It seeks to empower underprivileged rural women by providing income-generating opportunities,health&hygiene,education through the Shakti vani programme and creating access to relevant information through the Shakti community portal.

Fair&Lovely Foundation-

The Fair&Lovely foundation is HULs initiative which aims at economic empowerment of women across India.It aims to achieve this through providing information, resources,inputs and support in the areas of education,career and enterprise.It specifically targets women from low income groups in rural as well as urban areas. In India low income families discriminate against girl children, in providing opportunities for education and enterprise because of resource constraints.The support provided by Fair&Lovely foundation will help girl children to avail opportunities of higher education and acquire skills in appropriate profession.
o

Lifebuoy Swasthya Chetna :Health&HygieneEducation- It is a rural

health and hygiene initiative a which was started in 2002 .LBSC was initiated in media dark villages in U.P M.P West Bengal with the objective of spreading awareness about the importance of washing hands with soap. The programme shows that diarrhea is a major cause of death in the world today.So the programme becomes to arise the people and tell them about health and hygiene.

o Happy Homes:Special Education&Rehabilation-

Under this initiative HUL supports special education and rehabilation of children with challenges. The various initiative undertaken by HUL in this field are ASHA DAAN, ANKUR and KAPPAGM. So according to a research the company HUL has got 3/5.They make CSR rating on the basis of three things and i.e employees,customers and society. And HUL is doing CSR for all.Out of its total income-10250cr. It spends 20.5cr on CSR.So we can say that HUL has dovetailed the CSR strategy in to their overall business strategt , thereby it achieves the twin objectives of businee and social responsibility.

As in the earlier years,the Company continued to involve itself in social welfare initiatives across the Country, both through charity and social investment around issues like education, health, nutrition and initiatives for the economic upliftment of the underprivileged. In addition to initiatives like Shakti, your Company has commenced a pilot in its tea business, in partnership with an NGO (Partners in Change) to source tea directly from small producers and thereby improve their livelihood. The effort of the Company in improving water availability through soil conservation and water harvesting methods has borne good results. In the Parkhed region (near Khamgaon factory), we have been successful in demonstrating the effectiveness of the model which is now ready for roll out. In Kharchond, Silvassa the area

under irrigation has increased, thereby improving the economic condition of the villagers in the region. The Company believes that brands must be at the forefront of driving social change. The extension of theLifebuoy Swasthya Chetna programme to 43000 villages with a view to improve hygiene standards and thereby reduce the risks of infant mortality through diarrhoea is a case in point.Your Company has formalized a brand imprint protocol, which will help every brand to assess the opportunities for social contribution and integrate the same in the overall brand strategy. So HUL believes in social responsibility and the company is among top 500 companies actually doing CSR. As in the earlier years,the Company continued to involve itself in social welfare initiatives across the Country, both through charity and social investment around issues like education, health, nutrition and initiatives for the economic upliftment of the underprivileged. In addition to initiatives like Shakti, your Company has commenced a pilot in its tea business, in partnership with an NGO (Partners in Change) to source tea directly from small producers and thereby improve their livelihood. The effort of the Company in improving water availability through soil conservation and water harvesting methods has borne good results. In the Parkhed region (near Khamgaon factory), we have been successful in demonstrating the effectiveness of the model which is now ready for roll out. In Kharchond, Silvassa the area under irrigation has increased, thereby improving the economic condition of the villagers in the region. The Company believes that brands must be at the forefront of driving social change. The extension of theLifebuoy Swasthya Chetna programme to 43000 villages with a view to improve hygiene standards and thereby reduce the risks of infant mortality

through diarrhoea is a case in point.Your Company has formalized a brand imprint protocol, which will help every brand to assess the opportunities for social contribution and integrate the same in the overall brand strategy. So HUL believes in social responsibility and the company is among top 500 companies actually doing CSR.

CORPORATE GOVERNANCE
Corporate governance is concerned with holding them balance between economic and social goals and between individual and communal goals.The corporate govarnance framework is there to encourage the efficient use of resources and equally for accountability for the stewardship of those resources .The aim is to align as nearly as possible the interests of individuals, corporations,and society. Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a also corporate includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management and the board.Other stakeholders include employees, suppliers, customers, banks and other lenders, regulators, the environment and the community at large. THE Company believes that for a company to be successful, it must maintain global standards of corporate conduct towards all its stakeholders. Your Companys foundation has therefore been rooted to stringent corporate governance

principles. Your Company believes that the principles of fairness, transparency and accountability are the cornerstones for good governance. Its code of business principles, as shared with you over the last few years as a part of the Annual Reports reflects the Companys commitment to these principles. It is the Companys endeavour to continue to achieve the highest levels of governance and to benchmark itself with some of the best governed companies. The Company presents a summary of the practices it followed during the year in deference to its commitment to fairness, transparency and accountability. BOARD OF DIRECTORS (a) Composition The Board of Directors of the Company represents an optimum mix of professionalism, knowledge and experience. The total strength of the Board of Directors of the Company is tenDirectors comprising a Non-Executive Chairman, four Executive Directors and fiveNon-Executive Independent Directors. Your Company immensely benefits from the professional expertise of the Indepedent Directors in theirindividual capacity as Independent Professionals/Business Executives and through their invaluable experience in achieving corporate excellence. The brief resumes of the Directors are provided in the Notice forming part of the Annual Report. (b) Board Meetings The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings.

,. (c) Attendance and other Directorships Harish Manwani Non-Executive Chairman and Director Douglas Baillie Chief Executive Officer and Managing Director -M. K. Sharma* Executive Vice-Chairman and Whole-time Director V. Narayanan Non-Executive and Independent Director D. S. Parekh Non-Executive and Independent Director C. K. Prahalad Non-Executive and Independent Director A. Narayan Non-Executive and Independent Director S. Ramadorai Non-Executive and Independent Director S. Ravindranath Managing Director (Foods ) D. Sundaram Whole-time Director (Finance & Information Technology) Nitin Paranjpe Whole-time Director (Home and Personal Care) Sanjiv Kakkar Whole-time Director (Sales and Customer Development ) . Companies Act, 1956, and a member of more than ten board-level committees or a chairman of more than five such committees, as required under Clause 49 of the Listing Agreement.

(d) Information placed to the Board The following items are generally tabled for information and review of the Board: * Annual operating plans of businesses, capital budgets, updates, * Quarterly results of the Company and its operating divisions or business segments, * Minutes of meetings of Audit Committee and other committees, * Minutes of meetings of the subsidiary companies, * Information on recruitment and remuneration of senior offi cers just below the Board level, * Materially important show cause, demand, prosecution and penalty notices, * Fatal or serious accidents or dangerous occurrences, * Any materially significant effluent or pollution problems, * Any materially relevant default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company, * Any issue which involves possible public or product liability claims of a substantial nature, * Details of any joint venture or collaboration agreement, * Transactions that involve substantial payment towards goodwill, brand equity or intellectual property, * Significant labour problems and their proposed solutions, * Significant development in the human resources and industrial relations front, * Sale of material nature of investments, subsidiaries, assets which are not in the normal course of business, * Quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate movement, and

* Non-compliance of any regulatory or statutory provision or listing requirements as well as shareholder services such as non-payment of dividend and delays in share transfer. The Board is presented with all information under the above heads whenever applicable and materially significant. These are submitted either as a part of the agenda papers well in advance of the Board Meetings, or are tabled in the course of the Board Meetings or meetings of the relevant Committees. . CODE OF CONDUCT
The Company has adopted a Code of Conduct specifically for the members of the Board of Directors and/ or members of the Senior Management of the Company, which sets out as follows : To Act in the best interests of, and fulfill judiciary to the Company; act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner and not take improper advantage of the position of Director; TO comply with all applicable laws, rules and regulations; To act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgement to be subordinated; To act in a manner to enhance and maintain the reputation of the company;

To disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing decision on any matter in which the concerned Director has or may have such interest; To Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, while continuing as such a director and even after ceasing to be such a director, for a reasonable period of say two years, except when authorised or legally required to disclose such information; Restrain from using the Companys property or position for personal gain; Avoid using any information or opportunity received in the capacity as Directors for personal gain, or in a manner that would be detrimental to the Companys interests; Abstain from discussion, voting or otherwise influencing decision on any matters that may come before the Board in which they may have a conflict or potential conflict of interest. Not to use confidential information acquired in the course of their service as Directors for their personal advantage or for the advantage of any other entity in which they have a direct or indirect interest, or where they occupy a position of board or executive responsibility with influence over their decisions; Help create and maintain a culture of high ethical standards and commitment to compliance.

No Director shall seek, or accept, any gifts or incentives in their capacity as director of the Company, except what is duly authorised as acceptance under the Company's Gift Policy. A director who has concerns regarding compliance with this Code should raise such concerns with the Chairman of the Board who will deal with the same. No waiver or suspension of any or all requirements of this Policy, or any modifications of this policy, shall be valid unless approved by the Board and formally minuted with reasons for such action. Directors will annually sign a confirmation that they have read and will comply with this Code. So the company HUL is following corporate governance. Bibliography: Web site of HUL Annual report of HUL

As in the earlier years,the Company continued to involve itself in

social welfare initiatives across the Country, both through charity and social investment around issues like education, health, nutrition and initiatives for the economic upliftment of the underprivileged. In addition to initiatives like Shakti, your Company has commenced a pilot in its tea business, in partnership with an NGO (Partners in Change) to source tea directly from small producers and thereby improve their livelihood. The effort of the Company in improving water availability through soil conservation and water harvesting methods has borne good results. In the Parkhed region (near Khamgaon factory), we have been successful in demonstrating the effectiveness of the model which is now ready for roll out. In Kharchond, Silvassa the area under irrigation has increased, thereby improving the economic condition of the villagers in the region. The Company believes that brands must be at the forefront of driving social change. The extension of theLifebuoy Swasthya Chetna programme to 43000 villages with a view to improve hygiene standards and thereby reduce the risks of infant mortality through diarrhoea is a case in point.Your Company has formalized a brand imprint protocol, which will help every brand to assess the opportunities for social contribution and integrate the same in the overall brand strategy. So HUL believes in social responsibility and the company is among top 500 companies actually doing CSR.

CORPORATE GOVERNANCE
Corporate governance is concerned with holding them balance between economic and social goals and between individual and communal goals.The corporate govarnance framework is there to encourage the efficient use of resources and equally for accountability for the stewardship of those resources .The aim is to align as nearly as possible the interests of individuals, corporations,and society. Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a also corporate includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management and the board.Other stakeholders include employees, suppliers, customers, banks and other lenders, regulators, the environment and the community at large. THE Company believes that for a company to be successful, it must maintain global standards of corporate conduct towards all its stakeholders. Your Companys foundation has therefore been rooted to stringent corporate governance principles. Your Company believes that the principles of fairness, transparency and accountability are the cornerstones

for good governance. Its code of business principles, as shared with you over the last few years as a part of the Annual Reports reflects the Companys commitment to these principles. It is the Companys endeavour to continue to achieve the highest levels of governance and to benchmark itself with some of the best governed companies. The Company presents a summary of the practices it followed during the year in deference to its commitment to fairness, transparency and accountability. BOARD OF DIRECTORS (a) Composition The Board of Directors of the Company represents an optimum mix of professionalism, knowledge and experience. The total strength of the Board of Directors of the Company is tenDirectors comprising a Non-Executive Chairman, four Executive Directors and fiveNon-Executive Independent Directors. Your Company immensely benefits from the professional expertise of the Indepedent Directors in theirindividual capacity as Independent Professionals/Business Executives and through their invaluable experience in achieving corporate excellence. The brief resumes of the Directors are provided in the Notice forming part of the Annual Report. (b) Board Meetings The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the

meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings. ,. (c) Attendance and other Directorships Harish Manwani Non-Executive Chairman and Director Douglas Baillie Chief Executive Officer and Managing Director -M. K. Sharma* Executive Vice-Chairman and Whole-time Director V. Narayanan Non-Executive and Independent Director D. S. Parekh Non-Executive and Independent Director C. K. Prahalad Non-Executive and Independent Director A. Narayan Non-Executive and Independent Director S. Ramadorai Non-Executive and Independent Director S. Ravindranath Managing Director (Foods ) D. Sundaram Whole-time Director (Finance & Information Technology) Nitin Paranjpe Whole-time Director (Home and Personal Care) Sanjiv Kakkar Whole-time Director (Sales and Customer

Development ) . Companies Act, 1956, and a member of more than ten board-level committees or a chairman of more than five such committees, as required under Clause 49 of the Listing Agreement. (d) Information placed to the Board The following items are generally tabled for information and review of the Board: * annual operating plans of businesses, capital budgets, updates, * quarterly results of the Company and its operating divisions or business segments, * minutes of meetings of Audit Committee and other committees, * minutes of meetings of the subsidiary companies, * information on recruitment and remuneration of senior offi cers just below the Board level, * materially important show cause, demand, prosecution and penalty notices, * fatal or serious accidents or dangerous occurrences, * any materially significant effluent or pollution problems, * any materially relevant default in financial obligations to and by the Company or substantial nonpayment for goods sold by the Company, * any issue which involves possible public or product liability claims of a substantial nature, * details of any joint venture or collaboration agreement,

* transactions that involve substantial payment towards goodwill, brand equity or intellectual property, * significant labour problems and their proposed solutions, * significant development in the human resources and industrial relations front, * sale of material nature of investments, subsidiaries, assets which are not in the normal course of business, * quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate movement, and * non-compliance of any regulatory or statutory provision or listing requirements as well as shareholder services such as non-payment of dividend and delays in share transfer. The Board is presented with all information under the above heads whenever applicable and materially significant. These are submitted either as a part of the agenda papers well in advance of the Board Meetings, or are tabled in the course of the Board Meetings or meetings of the relevant Committees. . CODE OF CONDUCT The Company has adopted a Code of Conduct specifically for the members of the Board of Directors and/ or members of the Senior Management of the Company, which sets out as follows :

To Act in the best interests of, and fulfill judiciary to the Company; act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner and not take improper advantage of the position of Director; TO comply with all applicable laws, rules and regulations; To act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgement to be subordinated; To act in a manner to enhance and maintain the reputation of the company; To disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing decision on any matter in which the concerned Director has or may have such interest; To Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, while continuing as

such a director and even after ceasing to be such a director, for a reasonable period of say two years, except when authorised or legally required to disclose such information; Restrain from using the Companys property or position for personal gain; Avoid using any information or opportunity received in the capacity as Directors for personal gain, or in a manner that would be detrimental to the Companys interests; Abstain from discussion, voting or otherwise influencing decision on any matters that may come before the Board in which they may have a conflict or potential conflict of interest. Not to use confidential information acquired in the course of their service as Directors for their personal advantage or for the advantage of any other entity in which they have a direct or indirect interest, or where they occupy a position of board or executive responsibility with influence over their decisions;

Help create and maintain a culture of high ethical standards and commitment to compliance. No Director shall seek, or accept, any gifts or incentives in their capacity as director of the Company, except what is duly authorised as acceptance under the Company's Gift Policy. A director who has concerns regarding compliance with this Code should raise such concerns with the Chairman of the Board who will deal with the same. No waiver or suspension of any or all requirements of this Policy, or any modifications of this policy, shall be valid unless approved by the Board and formally minuted with reasons for such action. Directors will annually sign a confirmation that they have read and will comply with this Code. So the company HUL is following corporate governance. Bibliography: Web site of HUL Annual report of HUL