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A joint letter from UK Lawyers for Israel
(UKLFI) and the Zionist Advocacy Center to the LSE’s Regulatory Complaints
Department comments that Unilever appears to have a rogue division in the
United States known as “Ben & Jerry’s Homemade” which has been structured to
evade normal corporate governance practices.
The
letter notes that Ben & Jerry’s has announced plans to engage in a boycott
against Israel that expose Unilever to sanctions under various laws in the
United States. Unilever has, however, claimed that its agreement acquiring Ben
& Jerry’s recognised the right of Ben & Jerry’s independent Board to
take such decisions in direct opposition to Unilever.
Although Unilever’s American subsidiary, Conopco, owns all
of the shares of Ben & Jerry’s, Conopco waived its rights to choose nearly
all of Ben & Jerry’s Board members. The majority of the Board is
self-selecting and answerable to nobody. Conopco reserved the right to appoint
Ben & Jerry’s CEO, but authority to set important policies was delegated to
its unaccountable Board.
The UK Corporate Governance code states:
“For parent companies with a
premium listing, the board should ensure that there is adequate co-operation
within the group to enable it to discharge its governance responsibilities
under the Code effectively. This includes the communication of the parent
company’s purpose, values and strategy.”
Unilever’s position does not appear to comply with this
requirement and similar requirements expressed in its own Code of Conduct and
its Governance Report.
UKLFI also wrote directly to Unilever’s Chief Legal Officer drawing attention to these problems, but pointing out that Unilever could and should insist that the Ben & Jerry’s Board comply with Unilever’s Code of Business Conduct, as required by the acquisition agreement. This requires full compliance with the laws in force in the places where Unilever subsidiaries trade.
Unilever’s share price has fallen some 11% since Ben & Jerry’s
announced its planned boycott, reducing its market capitalisation by over £11
billion. The New York Post has now reported that activist investor, Michael
Ashner of Winthrop Capital Partners, has taken a stake in Unilever and is
asking US regulators to look into possible violations by the company of its
disclosure obligations in failing to report the material risks to its business
and valuation arising from Ben & Jerry’s BDS plans.
Jonathan Turner, UKLFI’s Chief Executive, said: “Unilever
needs to put its house in order. We have pointed out steps that it can take to
mitigate the governance weaknesses resulting from the terms of its acquisition
of Ben & Jerry’s. Investors and regulators should draw appropriate conclusions
if it fails to take them.”
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