Recording and transcription of an Oral History interview with Steve Williams conducted by Claire Tunstall on 24 August 2010 in Unilever House, London.

Steve Williams joined Unilever from ICI in 1986. His Unilever career started with the role of Joint Secretary of Unilever Plc and NV; he was also responsible for all legal services in the London Head Office (Unilever House) and the internal Legal Trademarks Department. Between 1993-2010 he held the title of General Counsel of Unilever and between 2007-2010 he was also Chief Legal Officer and Group Secretary (a change in title but not in role). he retired from Unilever in 2010 but still worked for the business in during 2010-2011 in an advisory capacity.

This interview covers his pre Unilever career with ICIand his role until c1997. The interview is more topic based and topics covered include Steve's perspective on - Building relationships with external bodies and companies; the Board Caravan; Persil Power; the disposal of Speciality Chemicals in 1996; Cob Stenham and Unilever's Contemporary Art Collection; Unilever's Governance and emerging markets.

Recording in four parts: [Part 1.1 Duration 01:02:09], [Part 1.2 Duration 01:01:30], [Part 1.3 Duration 00:22:24] and [Part 1.4 Duration 00:03:35].

See also OH58 [Part 2], OH107 [Part 3], OH 119 [Part 4]

OH 52 STEVE WILLIAMS PART 1.1: ORAL HISTORY INTERVIEW INDEX

[00:00:24] Talks about the reasons for joining Unilever from ICI. Describes how this came about. Refers to a phone call from David Kimble from the firm Spencer Stuart. Explains what Spencer Stuart did. Recalls the interview process. Mentions Mike Angus, Cob Stenham, Ken Durham and Floris Maljers involvement in the interview.

[00:04:49] Describes informing boss at ICI of the new job. Refers to Harvey Jones, Denys Henderson – Chief Executive and Ronnie Hampel – Deputy CEO Chairman at ICI in relation to this. Recalls dealing with Ronnie Hample as Chief Executive and Chairman of ICI during the sale of the Unilever Chemicals Business in 1997.

[00:07:15] Talks about experiences being one of the first externally appointed to such a position at Unilever. Compares the working culture differences between ICI and Unilever. Refers to Unilever’s multiculturalism. Comments on Floris Maljers and Niall Fitzgerald as business leaders. Refers to level of autonomy within the business outside of Unilever’s Head Office. Talks about the first six weeks in the role of Joint Secretary and induction with predecessor, David Snoxall. Refers to Jimmy Keir and Tom Drion (Dutch Secretary) previous Joint Secretaries. Discusses the complexities of the dual company structure and legal issues.

[00:13:06] Talks in detail about the day to day role as Corporate Secretary. Summarizes the role in three areas: company secretarial work for the Unilever Board, General Counsel for legal matters and advisor between the two Chairmen and the Board of Directors. Discusses working with D.C. Buijs, Dutch Joint Secretary who replaced Tom Drion. Mentions advice given to him by Mike Angus. Comments on reactions to his appointment by other staff.

[00:18:57] Talks about the atmosphere in Unilever House back in 1986. Comments on the layout and décor. States that the building was impressive. Recalls a book of remembrance in the entrance hall. Refers to the art deco refurbishment of 1979/1980. Mentions Theo Crosby in relation to the art deco. Comments that nothing was outsourced at the time. Mentions Cob Stenham setting up the Contemporary Art Collection.

[00:24:29] Recalls experiences visiting Unilever House, London while still Assistant Secretary at ICI. Mentions meetings with David Snoxall, John Lane and Hugh Boyle in relation to this. Anecdote about a presentation by friend Colin Davies to the ICI Executive using Unilever’s Clearblue and other Unicare products. Mentions Denys Henderson, the Chairman of ICI in relation to this.

[00:27:50] Talks about how technology affected the daily work at Unilever in 1986. Recalls fax machines. Mentions the computer was on a separate table to the desk. Refers to secretary Septima Miller using it. States that Septima and Bridget did all the technical work for him. Refers to Unilever as being an ‘old school organization’. Comments on the open communication at Unilever House compared with ICI.

[00:31:24] Talks about Unilever as being an ‘intellectual organization’. Explains the reasons for thinking this. Analogy about Unilever’s business operating as an accelerator, brake and clutch. Refers to advertising spend as accelerator and the Unilever Board as the steering wheel. Refers to using the brake and clutch since 2000. Talks about Path to Growth and its failure in 2004. Refers to Patrick Cescau and organizational change. Mentions Paul Polman and speed of change in the business since his appointment. Talks about the strength of marketing to Unilever. Refers to the power struggle between accountants and marketeers.

[00:38:08] Talks about changes in roles and responsibilities between 1986 and 1993. Discusses the acquisition of Chesebrough Ponds in detail. Refers to Niall Fitzgerald, Floris Maljers and Mike Angus and their involvement in the acquisition. States that Niall Fitzgerald was Acting Financial Director. Outlines the background to Cob Stenham’s retirement. Mentions acquiring Stauffer Chemical as part of the Chesebrough Ponds acquisition and selling this to ICI. Anecdote about a financial error on a circular relating to the sale of Stauffer Chemical.

[00:42:23] Talks about lots of activity in the United States in 1987. Refers to the General Counsel in America [Herr Baumgarn uncertain spelling]. Talks in detail about management style and building networks with lawyers in the business.

[00:45:51] Talks about other activities in the role of General Counsel. Discusses constitutional evaluations being undertaken as part of the secretarial aspect of the role. Recalls financial group conferences run by Niall Fitzgerald in his role as Financial Director. Mentions attending meetings with the two Chairmen every six weeks with various business heads. Discusses working with the Advisory Directors to bring about changes in the business. Refers to internal restructurings in the business and holding global and regional conferences. Recalls acquiring deeper knowledge about the business. Expresses frustration about the pace of change. Talks about building up relationships with the Dutch side of the business and spending a lot of time in Holland.

[00:50:52] Talks about being Chairman of the Contemporary Art Committee from 1987. Mentions Mike Heron was the UK National Manager and Director. States that Cob Stenham had set up the Unilever Contemporary Art Collection. Anecdote about David Orr, Chairman of Unilever and Cob Stenham when he was Chairman of the Institute of Contemporary Arts (ICA). Talks about taking responsibility the Contemporary Art Collection from Cob Stenham on his retirement.

[00:53:28] Discusses the Selection Committee and the ICA bringing in works of art for the committee to consider purchasing. Explains the rules for the art collection i.e. artists under 40 years old, working in Britain. States the collection had three aims: to decorate Unilever House, to stimulate creativity in employees and to provide help to unknown artists. Talks about evening tours for art groups. States the collection was not for financial purposes. Mentions during the 1980 refurbishment of Unilever House, Unilever companies were asked to donate an artwork to be displayed in the building.

[00:57:35] Anecdote involving a Board meeting in Rotterdam. Mentions Mike Dowdall, Head of the Detergents business and Jos Westerburgen. Talks about a conversation with an Advisory Director, a former Chief Executive of Ford Motor Company, regarding the role of an Advisory Director in Unilever’s eyes. Mentions Francois Ortoli, former President of the European Commission and the former Prime Minister of The Netherlands were also Advisory Directors at that time.

END OF PART 1.1 [01:02:09]

OH 52 STEVE WILLIAMS PART 1.2: ORAL HISTORY INTERVIEW INDEX

[00:00:39] Talks about organising a retirement do for Mike Angus, Unilever Chairman. Refers to David Tulip, National Manager or Deputy National Manager. Relates a tale about involving the Head of the National Portrait Gallery, Norman Rosenthal. Discusses generally looking after the Board of Unilever.

[00:03:15] Talks about involvement with external organizations. Mentions Mike Heron, Tom McKillop and David Drury in relation to this.

[00:05:28] Describes what was meant by the ‘Board caravan’. Talks about the dual structure of Unilever. Refers to the early 1980s and the allocation of PLC and NV shares. Refers to the equalization agreement and outlines issues with share dividends.

[00:09:20] Talks about Henk Meij, Commercial Director and Niall Fitzgerald, Financial Director sharing a role in the early 1990s. Talks about the role being combined into one Financial Director for PLC and NV. Mentions officially becoming General Counsel during the same period. Refers to Floris Maljers. Talks about running Legal globally and mentions Hans Eggerstedt running Tax globally. States Hans Eggerstedt was the first single Financial Director in Unilever.

[00:12:35] Talks about relations with banks in the 1980s. Refers to David Skirley [uncertain spelling] from Warburg’s and Martin Jackham. Discusses changing relationships with investment bankers over time. Talks about changes in personnel in the late 1980s. Refers to Niall Fitzgerald and Mike Heron in relation to this.

[00:16:03] Talks about being Joint Secretary and becoming General Counsel in 1993. Explains that before 1993 the role of Head of Legal didn’t exist. Mentions John Layman. Comments on the job title of ‘Joint Secretary’ and how it was perceived.

[00:17:29] Discusses the Joint Secretarial role and working with Dutch counterpart, Jos Westerburgen. Talks about the importance of communication and sharing knowledge. Discusses the importance of facilitating between two Chairmen. Refers to Floris Maljers and Mike Angus in relation to this.

[00:21:11] Refers to building up businesses in later 1980s and selling them in the 1990s. Mentions Okko Muller in relation to European bakeries. Refers to The Prestige fragrances business, Chesebrough Pond’s, Elizabeth Arden, Faberge and Calvin Klein. Reflects on the purchase of Elizabeth Arden. Refers to Mike Perry’s work on the Chesebrough Pond’s deal. Comments on strategic debates about the direction of the business. Mentions Smith and Nephew, the Nivea franchise and Beiersdorf. Talks about discussions regarding ‘over the counter’ (OTC) goods and refers to ICI in relation to this. Discusses Iain Anderson’s study called ‘Star Fish’ and mentions Dennis Stephenson. Mentions Reckitt, Pfizer, Boots, ISS, Procter & Gamble and Johnson & Johnson in relation to over the counter goods.

[00:28:32] Discusses the importance of relationships outside of Unilever. Talks about working with Slaughter & May and mentions Michael Prescott. Mentions Warburg [now UBS], Cravath, Swaine & Moore and De Brauw Blackstone. Regards these firms as part of the Unilever extended family. Explains reasons for describing them in this way.

[00:32:55] Talks about role from the mid-1990s. Mentions Mike Perry succeeding Mike Angus as Chairman. Explains how his appointment came about and refers to Mike Heron in relation to this. Relates a tale regarding appointments to the Board. Mentions Mike Angus, Roy Brown, Clive Butler, Floris Maljers and Morris Tabaksblat in relation to this.

[00:36:44] Discusses at length the struggle by Floris Maljers and Morris Tabaksblat to balance the location of the Board between London and Rotterdam. Explains the background to this. Refers to Special Committee’s role and the Dutch chairman. Mentions Iain Anderson and Ashok Ganguly in relation to this. Refers to travelling between London and Rotterdam. Comments on the difficulties this caused to Mike Angus amongst British Directors. Refers to Chris Jemmett in relation to this. Mentions Floris Maljer’s retirement do in Turkey.

[00:42:06] Talks about the period from 1994/1995. Discusses Morris Tabaksblat’s appointment as Chairman. Talks about the relationship between Morris Tabaksblat and Mike Perry. Discusses working with Mike Perry.

[00:44:00] Talks about Niall Fitzgerald and Persil Power. Recalls Niall Fitzgerald making a presentation to the Board in Rotterdam about it before it was launched. Describes Niall Fitzgerald’s various appointments before taking over Detergents Coordination. Comments on the job Niall Fitzgerald did while running Detergents Coordination. Recalls a global conference in Florida. Talks about working with Harry Honnay when the issues with Persil Power came to light. Recalls a meeting in Brussels with Richard Rivers and Alan Price about Persil Power. Recalls a visit from Ed Artzt, Procter & Gamble. Mentions receiving a telephone call, while on holiday, from Andrew Peat regarding this visit.

[00:50:46] Talks about the six months of work involved with Persil Power. Recalls Board discussions regarding Mike Perry’s successor. Comments on the survival of the Persil brand. Reflects on the unexpected visit by Ed Artzt and other Procter & Gamble staff to Unilever.

[00:52:40] Discusses constitutional change in 1995. Talks about Niall Fitzgerald being appointed Chairman. Mentions in 1996 the constitutional changes proposed were given the name ‘Christmas’ and explains the reasons for this name. Talks about the formation of the Unilever Executive. Explains the background to this change. Talks about structural changes regarding regions and categories. Describes assigning regional, academy roles and working out job descriptions.

[00:55:46] States it was the first time they tried to define what the supply chain was. Mentions Chris Jemmett in relation to this. Recalls 1996 being a time of great optimism, referring to Morris Tabaksblat and Niall Fitzgerald.

[00:57:04] States role in 1996 was General Counsel and Joint Secretary. Talks about leading constitutional analysis and development. Refers to working with Jos Westerburgen for the Dutch perspective. Mentions Jos was appointed to the Peters Committee, external body for Dutch corporate governance. Discusses assigning Advisory Directors on an Audit Committee and mentions the Remuneration Committee. Talks about Non-Executive Directors. States that the day job at the time was running the Legal Group. Talks about discussions regarding merging the business into one group.

END OF PART 1.2 [01:01:30]

OH 52 STEVE WILLIAMS PART 1.3: ORAL HISTORY INTERVIEW INDEX

[00:00:14] Talks about organizing a portrait of Floris Maljers. Mentions Ken Durham and David Orr. Talks about engaging Brian Organ, Academician with works in the National Portrait Gallery. States the painting of Floris Maljers is now hanging in the Weena, Rotterdam.

[00:01:30] Mentions Paul Brason, artist responsible for painting Patrick Cescau’s portrait. Refers to the portrait being displayed in an exhibition in Pall Mall.

[00:02:22] Talks about the organization and explains about the Food Executive. Discusses the main issue during the 1990s was rationalisation of the business. Refers to the UK business and US business in relation to this. Mentions Roy Brown running the foods business in Europe. Refers to the ongoing rationalization of the European business referring to Niall Fitzgerald, Anthony Burgmans, Patrick Cescau and Paul Polman in relation to this.

[00:03:53] Talks about the optimism on the Board in the 1990s. Mentions Iain Anderson and Morris Tabaksblat.

[00:04:29] Discusses in detail the Foundation Agreement. Relates a story about divisional covenants involving moving the China and Hong Kong businesses to the NV side of the business. Outlines the background to Unilever’s business in China. Mentions Morris Tabaksblat and Floris Maljers. Discusses the importance of balance between PLC and NV for shareholders. Refers to the Leverhulme Trust in relation to this. Mentions Chris Jemmett and his knowledge of the China business. Refers to differences of opinion between the Dutch and English parts of the business.

[00:07:37] Discusses tensions between Britain and Indonesia in the business. Talks about tensions between The Netherlands and India in the business. Refers to Indonesia and India as ‘Eastern jewels’.

[00:09:37] Describes Unilever as being a conglomerate at one time before becoming an FMCG business. Explains the background to the Chemicals business. Mentions Ashok Ganguly and Wally Grubman. Refers to National Starch Corporation. Talks about Iain Anderson, Head of Strategy, recommending to the Board, the sale of the Chemicals business. States it was the largest divisional sale in Europe. Explains the reasons for the sale. Refers to previous disposals of the aquaculture, agribusiness and seed businesses under Mike Angus and Floris Maljers.

[00:12:10] Talks about engaging Lazard’s to broker the sale of the Chemicals business. Discusses the offer from ICI for the business. Describes the auction process for the business sale. Talks about involvement from Cravath, Quantum UK and lawyers from the USA and the UK. Mentions David Jones, Niall Fitzgerald and Charles Smith, Chief Executive of ICI. Outlines the legal negotiations.

[00:16:46] Talks about disclosure and the sale contract. Mentions this coincided with the AGM. Recalls the pressure regarding details in the contract three hours before signing. Mentions Michael Prescott in relation to this. Refers to Iain Anderson taking photographs. Mentions Chris Salter from Cravath.

[00:19:48] Talks about the changes in the Unilever business following the Chemicals business sale. Discusses the business debate regarding centralization versus decentralization. Talks about the global business structure operating within a regional structure.

END OF PART 1.3 [00:22:24]

OH 52 STEVE WILLIAMS PART 1.4: ORAL HISTORY INTERVIEW INDEX

[00:00:03] States that the regional structure of the business is for accounting purposes. Discusses how businesses are managed on a day to day basis. Talks about Multi-Category Organisations (MCOs) and Process Management Centres (PMCs). Discusses sub-regional structures and sub-regional Presidents.

[00:01:59] Refers to Paul Polman and reflects on possible directions for the future structure of Unilever.

END OF PART 1.4 [00:03:35]