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England and Wales Court of Appeal (Civil Division) Decisions
You are here: BAILII >> Databases >> England and Wales Court of Appeal (Civil Division) Decisions >> AAA & Ors v Unilever Plc & Anor  EWCA Civ 1532 (04 July 2018)
Cite as:  EWCA Civ 1532
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ON APPEAL FROM THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
THE HONOURABLE MRS JUSTICE ELISABETH LAING DBE
Strand, London, WC2A 2LL
B e f o r e :
LORD JUSTICE SALES
LORD JUSTICE NEWEY
| AAA & Others
|- and -
|1) Unilever PLC
2) Unilever Tea Kenya Limited
Charles Gibson QC, Adam Heppinstall and Ognjen Miletic (instructed by DLA Piper UK LLP) for the Respondents
Hearing dates: 24 to 26 April 2018
Crown Copyright ©
Lord Justice Sales:
Relationship between Unilever and UTKL
The implementation of and compliance with our governance structure is facilitated through a business-orientated policy framework. Unilever policies are universally applicable within the Unilever Group. They are mandatory and have been developed to ensure consistency in key areas within our worldwide operations. They cover operational and functional matters, and govern how we run our business, in order to comply with applicable laws and regulations."
The policies referred to included the group's Risk Management Policy.
"Successful crisis management relies on the local unit sharing information – at the earliest opportunity – with the next level of management. While the Region, for example, must be disciplined enough not to become involved in the actual detail of the crisis, it will provide critical strategic input into the crisis management process in the initial phase and be ready to act should the crisis broaden."
"All Unilever units must maintain procedures for the self-assessment of business risks, operating controls and compliance with Corporate Policies … This allows UEx and the Board to manage the business in compliance with corporate governance requirements.
Annual Positive Assurance
Unit heads must provide a statement to their line manager as determined annually in the Positive Assurance instructions issued by the Corporate Risk Management department, confirming that [business risks have been reviewed, relevant actions have been included in management plans etc]…."
"Each crisis is best managed as close to the issue / incident as possible. The most appropriate people to manage an issue / incident are those who know it best. However, those people must be trained and have processes in place."
"… One can imagine … circumstances where the necessary proximity could be established, even absent the kind of specific facts that existed in Vedanta … Such a case might include the situation, for example, where a parent required its subsidiaries or franchisees to manufacture or fabricate a product in a particular way, and actively enforced that requirement, which turned out to be harmful to health. One might suggest a food product that injured many, but was created according to a prescriptive recipe provided by the parent. …"
"… it would be surprising if a parent company were to go to the trouble of establishing a network of overseas subsidiaries with their own management structures it if intended itself to assume responsibility for the operations of each of those subsidiaries. The corporate structure itself tends to militate against the requisite proximity …"
Lord Justice Newey:
Lady Justice Gloster DBE: