CSR and Corp Ore Ate Governance 1

8/2/2019 CSR and Corp Ore Ate Governance 1

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ASSIGNMENT OF

BUSINESSENVIRONMENTON

CORPORATE GOVARNANCE&

CSR

OF

HINDUSTAN UNILEVER LIMITED

SUBMITTED TO: SUBMITTED BY


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INTRODUCTION:

HINDUSTAN UNILEVER LIMITED is Indias largest fastmovingconsumer 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 responsibleorganization to make continuos improvements in the management of the

environmental impact. Corporate

Social .Responsibility: Hindustan unileverlimiteds 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.

oGreening barren-Water conservation&harvesting water

scarcity is one of the biggest crises in India interms ofspread andseverity. Water conservation and harvesting in HULs own operations

will

help conserve and regenerate this scarce resource.


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o SHAKTI: Changing lives in rural areas-o

Shakti in HULs rural initiative which targets small villages withpopulation 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.

o Fair&Lovely Foundation- The Fair&Lovely foundation

is HULs initiative which aims at economic empowerment of womenacross 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 andacquire skills in appropriate profession.

o Lifebuoy Swasthya Chetna

:Health&HygieneEducation- It isa ruralhealth 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 worldtoday.So the programme becomes to arise the people and tell

them about health and hygiene.

oHappy Homes:Special

Education&Rehabilation-


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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 socialresponsibility.

As in the earlier years,the Company continued to involve itself insocial welfare initiatives across the Country, both through charityand social investment around issues like education, health,nutrition and initiatives for the economic upliftment of theunderprivileged.In addition to initiatives like Shakti, your Company has commenceda pilot in its tea business, in partnership with an NGO (Partners inChange) to source tea directly from small producers and thereby

improve their livelihood.

The effort of the Company in improving water availability throughsoil conservation and water harvesting methods has borne goodresults. In the Parkhed region (near Khamgaon factory), we havebeen successful in demonstrating the effectiveness of the modelwhich is now ready for roll out. In Kharchond, Silvassa the area


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under irrigation has increased, thereby improving the economiccondition of the villagers in the region.

The Company believes that brands must be at the forefront ofdriving social change. The extension of theLifebuoy SwasthyaChetna programme to 43000 villages with a view to improvehygiene standards and thereby reduce the risks of infant mortalitythrough diarrhoea is a case in point.Your Company has formalizeda brand imprint protocol, which will help every brand to assess theopportunities 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 charityand social investment around issues like education, health,nutrition and initiatives for the economic upliftment of theunderprivileged.

In addition to initiatives like Shakti, your Company has commenceda pilot in its tea business, in partnership with an NGO (Partners inChange) to source tea directly from small producers and therebyimprove their livelihood.

The effort of the Company in improving water availability throughsoil conservation and water harvesting methods has borne goodresults. In the Parkhed region (near Khamgaon factory), we havebeen successful in demonstrating the effectiveness of the modelwhich is now ready for roll out. In Kharchond, Silvassa the areaunder irrigation has increased, thereby improving the economiccondition of the villagers in the region.

The Company believes that brands must be at the forefront ofdriving social change. The extension of theLifebuoy SwasthyaChetna programme to 43000 villages with a view to improvehygiene standards and thereby reduce the risks of infant mortality


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through diarrhoea is a case in point.Your Company has formalizeda brand imprint protocol, which will help every brand to assess the

opportunities for social contribution and integrate the same in theoverall brand strategy.

So HUL believes in social responsibility and thecompany is among top 500 companies actually doing CSR.

CORPORATE GOVERNANCE

Corporate governance is concerned with holding them balancebetween economic and social goals and between individual andcommunal goals.The corporate govarnance framework is there toencourage the efficient use of resources and equally foraccountability for the stewardship of those resources .The aim is toalign 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 besuccessful, it must maintain global standards of corporateconducttowards all its stakeholders. Your Companys foundationhas therefore been rooted to stringent corporategovernance


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principles. Your Company believes that the principles offairness, transparency and accountability are the

cornerstonesfor good governance. Its code of business principles, asshared with you over the last few years as a part of theAnnualReports reflects the Companys commitment to theseprinciples. It is the Companys endeavour to continue toachievethe highest levels of governance and to benchmark itself

with some of the best governed companies.The Company presents a summary of the practices itfollowed during the year in deference to its commitment tofairness, transparency and accountability.BOARD OF DIRECTORS(a) Composition

The Board of Directors of the Company represents anoptimum mix of professionalism, knowledge and

experience. The total strength of the Board of Directors ofthe Company is tenDirectors comprising a Non-ExecutiveChairman, four Executive Directors and fiveNon-ExecutiveIndependent Directors. Your Company immensely benefitsfrom the professional expertise of the Indepedent Directorsin theirindividual capacity as IndependentProfessionals/Business Executives and through theirinvaluable experience in achieving corporate excellence.

The brief resumes of the Directors are provided in theNotice forming part of the Annual Report.(b) Board Meetings

The Company, in consultation with the Directors, preparesand circulates a tentative annual calendar for themeetings of the Board and Board Committees in order tofacilitate and assist the Directors to plan their schedulesfor the meetings.


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,.(c) Attendance and other Directorships

Harish Manwani Non-Executive Chairmanand DirectorDouglas Baillie Chief Executive Officerand Managing Director-M. K. Sharma* Executive Vice-Chairmanand Whole-time DirectorV. Narayanan Non-Executive and

Independent DirectorD. S. Parekh Non-Executive andIndependent DirectorC. K. Prahalad Non-Executive andIndependent DirectorA. Narayan Non-Executive andIndependent DirectorS. Ramadorai Non-Executive and

Independent DirectorS. 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 CustomerDevelopment ).Companies Act, 1956, and a member of more than tenboard-level committees or a chairman of more than fivesuch committees, as required under Clause 49 of theListing Agreement.


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(d) Information placed to the BoardThe 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 operatingdivisions or business segments,* Minutes of meetings of Audit Committee and othercommittees,* Minutes of meetings of the subsidiary companies,

* Information on recruitment and remuneration of senioroffi cers just below the Board level,* Materially important show cause, demand, prosecutionand penalty notices,* Fatal or serious accidents or dangerous occurrences,* Any materially significant effluent or pollution problems,* Any materially relevant default in financial obligations toand by the Company or substantial non-payment

for goods sold by the Company,* Any issue which involves possible public or productliability claims of a substantial nature,* Details of any joint venture or collaboration agreement,* Transactions that involve substantial payment towardsgoodwill, brand equity or intellectual property,* Significant labour problems and their proposed solutions,* Significant development in the human resources andindustrial relations front,* Sale of material nature of investments, subsidiaries,assets which are not in the normal course ofbusiness,* Quarterly details of foreign exchange exposure and thesteps taken by management to limit the risks ofadverse exchange rate movement, and


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* Non-compliance of any regulatory or statutory provisionor listing requirements as well as shareholder services

such as non-payment of dividend and delays in sharetransfer.

The Board is presented with all information under theabove heads whenever applicable and materiallysignificant.

These are submitted either as a part of the agenda paperswell in advance of the Board Meetings, or are tabledin 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 themembers of the Board of Directors and/ or members of theSenior Management of the Company, which sets out as follows :

To Act in the best interests of, and fulfill judiciary to theCompany; act honestly, fairly, ethically and with integrity,conduct themselves in professional, courteous and respectful

manner and not take improper advantage of the position ofDirector;

TO comply with all applicable laws, rules and regulations;

To act in good faith, responsibly, with due care, competence anddiligence, without allowing their independent judgement to be

subordinated;

To act in a manner to enhance and maintain the reputation ofthe company;


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To disclose any personal interest that they may have regardingany matters that may come before the Board and abstain from

discussion, voting or otherwise influencing decision on anymatter in which the concerned Director has or may have suchinterest;

To Respect the confidentiality of information relating to theaffairs of the Company acquired in the course of their serviceas Directors, while continuing as such a director and even afterceasing to be such a director, for a reasonable period of say

two years, except when authorised or legally required todisclose such information;

Restrain from using the Companys property or position forpersonal gain;

Avoid using any information or opportunity received in the

capacity as Directors for personal gain, or in a manner thatwould be detrimental to the Companys interests;

Abstain from discussion, voting or otherwise influencingdecision on any matters that may come before the Board inwhich they may have a conflict or potential conflict of interest.

Not to use confidential information acquired in the course oftheir service as Directors for their personal advantage or forthe advantage of any other entity in which they have a director indirect interest, or where they occupy a position of board orexecutive responsibility with influence over their decisions;

Help create and maintain a culture of high ethical standardsand commitment to compliance.


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No Director shall seek, or accept, any gifts or incentives in their

capacity as director of the Company, except what is dulyauthorised as acceptance under the Company's Gift Policy.A director who has concerns regarding compliance with this Codeshould raise such concerns with the Chairman of the Board whowill deal with the same. No waiver or suspension of any or allrequirements of this Policy, or any modifications of this policy,shall be valid unless approved by the Board and formally minutedwith 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 HULAnnual report of HUL


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

social welfare initiatives across the Country, both throughcharity and social investment around issues like education,health, nutrition and initiatives for the economic upliftment ofthe underprivileged.In addition to initiatives like Shakti, your Company hascommenced a pilot in its tea business, in partnership with anNGO (Partners in Change) to source tea directly from smallproducers and thereby improve their livelihood.

The effort of the Company in improving water availabilitythrough soil conservation and water harvesting methods hasborne good results. In the Parkhed region (near Khamgaonfactory), we have been successful in demonstrating theeffectiveness of the model which is now ready for roll out. InKharchond, Silvassa the area under irrigation has increased,thereby improving the economic condition of the villagers inthe region.

The Company believes that brands must be at the forefront ofdriving social change. The extension of theLifebuoy SwasthyaChetna programme to 43000 villages with a view to improvehygiene standards and thereby reduce the risks of infantmortality through diarrhoea is a case in point.Your Companyhas formalized a brand imprint protocol, which will help everybrand to assess the opportunities for social contribution andintegrate the same in the overall brand strategy.

So HUL believes in social responsibilityand the company is among top 500 companies actually doingCSR.


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CORPORATE GOVERNANCE

Corporate governance is concerned with holding thembalance between economic and social goals and betweenindividual and communal goals.The corporate govarnanceframework is there to encourage the efficient use ofresources and equally for accountability for the stewardship of

those resources .The aim is to align as nearly as possible theinterests 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 atlarge.

THE Company believes that for a company to besuccessful, it must maintain global standards ofcorporate conducttowards all its stakeholders. Your Companysfoundation has therefore been rooted to stringent

corporate governanceprinciples. Your Company believes that the principlesof fairness, transparency and accountability are thecornerstones


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for good governance. Its code of business principles,as shared with you over the last few years as a part of

the AnnualReports reflects the Companys commitment to theseprinciples. It is the Companys endeavour to continueto achievethe highest levels of governance and to benchmarkitself with some of the best governed companies.

The Company presents a summary of the practices itfollowed during the year in deference to its

commitment tofairness, transparency and accountability.BOARD OF DIRECTORS(a) Composition

The Board of Directors of the Company represents anoptimum mix of professionalism, knowledge andexperience. The total strength of the Board ofDirectors of the Company is tenDirectors comprising a

Non-Executive Chairman, four Executive Directors andfiveNon-Executive Independent Directors. YourCompany immensely benefits from the professionalexpertise of the Indepedent Directors in theirindividualcapacity as Independent Professionals/BusinessExecutives and through their invaluable experience inachieving corporate excellence.

The brief resumes of the Directors are provided in theNotice forming part of the Annual Report.(b) Board Meetings

The Company, in consultation with the Directors,prepares and circulates a tentative annual calendarfor the


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meetings of the Board and Board Committees in orderto facilitate and assist the Directors to plan their

schedulesfor the meetings.,.(c) Attendance and other Directorships

Harish Manwani Non-Executive Chairmanand DirectorDouglas Baillie Chief Executive Officer

and Managing Director-M. K. Sharma* Executive Vice-Chairmanand Whole-time DirectorV. Narayanan Non-Executive andIndependent DirectorD. S. Parekh Non-Executive andIndependent DirectorC. K. Prahalad Non-Executive and

Independent DirectorA. Narayan Non-Executive andIndependent DirectorS. Ramadorai Non-Executive andIndependent DirectorS. 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


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Development ).

Companies Act, 1956, and a member of more than tenboard-level committees or a chairman of more thanfivesuch committees, as required under Clause 49 of theListing Agreement.(d) Information placed to the Board

The following items are generally tabled forinformation and review of the Board:

* annual operating plans of businesses, capitalbudgets, updates,* quarterly results of the Company and its operatingdivisions or business segments,* minutes of meetings of Audit Committee and othercommittees,* 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 pollutionproblems,* any materially relevant default in financialobligations to and by the Company or substantial non-paymentfor goods sold by the Company,* any issue which involves possible public or productliability claims of a substantial nature,* details of any joint venture or collaborationagreement,


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* transactions that involve substantial paymenttowards goodwill, brand equity or intellectual

property,* significant labour problems and their proposedsolutions,* significant development in the human resources andindustrial relations front,* sale of material nature of investments, subsidiaries,assets which are not in the normal course ofbusiness,

* quarterly details of foreign exchange exposure andthe steps taken by management to limit the risks ofadverse exchange rate movement, and* non-compliance of any regulatory or statutoryprovision or listing requirements as well asshareholder servicessuch as non-payment of dividend and delays in sharetransfer.

The Board is presented with all information under theabove heads whenever applicable and materiallysignificant.

These are submitted either as a part of the agendapapers well in advance of the Board Meetings, or aretabledin the course of the Board Meetings or meetings of therelevant Committees.

.CODE OF CONDUCT

The Company has adopted a Code of Conductspecifically for the members of the Board of Directorsand/ or members of the Senior Management of the

Company, which sets out as follows :


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To Act in the best interests of, and fulfill judiciary tothe Company; act honestly, fairly, ethically and

with integrity, conduct themselves in professional,courteous and respectful manner and not takeimproper advantage of the position of Director;

TO comply with all applicable laws, rules andregulations;

To act in good faith, responsibly, with due care,competence and diligence, without allowing theirindependent judgement to be subordinated;

To act in a manner to enhance and maintain thereputation of the company;

To disclose any personal interest that they may haveregarding any matters that may come before theBoard and abstain from discussion, voting or

otherwise influencing decision on any matter inwhich the concerned Director has or may have such

interest;

To Respect the confidentiality of information relatingto the affairs of the Company acquired in the courseof their service as Directors, while continuing as


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such a director and even after ceasing to be such adirector, for a reasonable period of say two years,

except when authorised or legally required todisclose such information;

Restrain from using the Companys property orposition for personal gain;

Avoid using any information or opportunity received in

the capacity as Directors for personal gain, or in amanner that would be detrimental to theCompanys interests;

Abstain from discussion, voting or otherwise

influencing decision on any matters that may comebefore the Board in which they may have a conflictor potential conflict of interest.

Not to use confidential information acquired in thecourse of their service as Directors for theirpersonal advantage or for the advantage of any

other entity in which they have a direct or indirectinterest, or where they occupy a position of board

or executive responsibility with influence over theirdecisions;


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Help create and maintain a culture of high ethicalstandards and commitment to compliance.

No Director shall seek, or accept, any gifts orincentives in their capacity as director of the

Company, except what is duly authorised asacceptance under the Company's Gift Policy.A director who has concerns regarding compliancewith 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 bevalid unless approved by the Board and formallyminuted 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 HULAnnual report of HUL

Documents

CSR and Corp Ore Ate Governance 1