Supervisory Board

The Supervisory Board supervises the Board of Management, the Executive Committee and the general course of business of Philips, and advises the executive management thereon. In the two-tier corporate structure under Dutch law, the Supervisory Board is a separate body that is independent of the Board of Management. Its independent character is also reflected in the requirement that members of the Supervisory Board can be neither a member of the Board of Management nor an employee of the company.

The Supervisory Board, acting in the interests of Philips and taking into account the relevant interest of Philips’ stakeholders, supervises and advises the Board of Management and the Executive Committee in fulfilling their duties and setting the direction of the Group’s business, including (i) achievement of the company’s objectives, (ii) corporate strategy and the risks inherent in the business activities, (iii) the structure and operation of the internal risk management and control systems, (iv) the financial reporting process, and (v) compliance with legislation and regulations.

Major management decisions and Philips’ strategy are discussed with and approved by the Supervisory Board. In its report (as included in the company’s Annual Report), the Supervisory Board describes its activities in the financial year (and those of its committees), the number of meetings and the main items discussed.

The Rules of Procedure for the Supervisory Board include provisions regarding meetings, resolutions, committees, profile of the Supervisory Board, trading in securities and conflicts of interests.

Rules of Procedure of the Supervisory Board (207.0KB)

(Re-)appointment

Members of the Supervisory Board are appointed by the General Meeting of Shareholders for fixed terms of four years, upon a binding recommendation from the Supervisory Board. Members are eligible for re-appointment for a fixed term of four years once, and may subsequently be re-appointed for a period of two years, which appointment may be extended by at most two years.

(Re-)appointment Schedule Supervisory Board

Name	Date of initial Appointment	Date of (last) Reappointment	End of Term*
P.A.M. Stoffels	August 1, 2018	May 10, 2022	2026
A.M. Harrison	October 19, 2018	May 10, 2022	2026
M.E. Doherty	August 1, 2019	May 9, 2023	2027
F. Sijbesma	April 30, 2020	May 7, 2024	2028
P. Löscher	April 30, 2020	May 7, 2024	2028
S.K. Chua	May 6, 2021	May 8, 2025	2029
I.K. Nooyi	May 6, 2021	May 8, 2025	2029
H. Verhagen	May 10, 2022	-	2026
S. Poonen	May 10, 2022	-	2026
B. Ribadeau-Dumas	May 7, 2024	-	2028
B. White	May 8, 2025	-	2029

*As laid down in Articles of Association

Committees

The Supervisory Board has assigned certain of its tasks to the three long-standing committees, also referred to in the Dutch Corporate Governance Code: the Corporate Governance and Nomination & Selection Committee, the Remuneration Committee and the Audit Committee. The Supervisory Board also established the Quality & Regulatory Committee. The separate reports of these committees are part of the Supervisory Board report, as included in the company’s Annual Report. In light of the significance of the Environmental, Social & Governance (ESG) dimensions to Philips and their integration into the company’s overarching strategy, the Supervisory Board as a whole is conducting oversight and advising executive management on the company’s ESG approach.

The function of all of the Board’s committees is to prepare the decision-making of the full Supervisory Board, and the committees currently have no independent or assigned powers. Each Committee reports out to the Supervisory Board, and the full Board retains overall responsibility for the activities of its committees.

Audit Committee

Audit Committee

The Audit Committee assists the Supervisory Board in fulfilling its oversight responsibilities for the integrity of Philips’ financial statements, the financial reporting process, the system of internal business controls and risk management, the internal and external audit process, the internal and external auditor’s qualifications, its independence and its performance as well as Philips’ process for monitoring compliance with laws and regulations and the General Business Principles.

Philips has appropriate procedures in place for the receipt, retention and treatment of complaints received by Philips regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Philips of concerns regarding questionable accounting or auditing matters.

The report of the Audit Committee is included in the Supervisory Board Report.

Members

M.E. Doherty - Chair of the Audit Committee

S.K. Chua - Member of the Audit Committee

P. Löscher - Member of the Audit Committee

H. Verhagen - Member of the Audit Committee

Attendee

F. Sijbesma - Member of the Supervisory Board

Procedures on Accounting and Auditing Complaints (87.0KB)
Nomination & Selection Committee

Nomination & Selection Committee

The Corporate Governance and Nomination & Selection Committee reviews the corporate governance principles applicable to Philips.

It also (a) draws up selection criteria and appointment procedures for members of the Supervisory Board, the Board of Management and the Executive Committee; (b) assesses the size and composition of the Supervisory Board, the Board of Management and the Executive Committee, makes proposals for a composition profile of the Supervisory Board; (c) assesses the functioning of individual members of the Supervisory Board, the Board of Management and the Executive Committee; (d) consults with the President/CEO and the Board of Management on candidates to fill vacancies on the Supervisory Board, the Board of Management and the Executive Committee. It further supervises the policy of the Board of Management on the selection criteria and appointment procedures for Philips Executives.

The report of the Corporate Governance and Nomination & Selection Committee is included in the Supervisory Board Report.

Members

F. Sijbesma - Chair of the Nomination & Selection Committee

P.A.M. Stoffels - Member of the Nomination & Selection Committee

I.K. Nooyi - Member of the Nomination & Selection Committee
B. Ribadeau-Dumas - Member of the Nomination & Selection Committee
Remuneration Committee

Remuneration Committee

The Remuneration Committee prepares the proposal for the remuneration policy to be pursued for the remuneration of the members of the Board of Management and the Executive Committee to be adopted by the Supervisory Board.

The Remuneration Committee reports annually to the Supervisory Board on the implementation of this remuneration policy. Furthermore the Supervisory Board, through the Remuneration Committee, implements this policy and determines on the basis of this policy the remuneration of the individual members of the Board of Management and other members of the Executive Committee.

The report of the Remuneration Committee is included in the Supervisory Board Report.

Members

H. Verhagen - Chair of the Remuneration Committee

F. Sijbesma - Member of the Remuneration Committee

S. Poonen - Member of the Remuneration Committee
Quality & Regulatory Committee

Quality & Regulatory Committee

The Quality & Regulatory Committee assists the Supervisory Board in fulfilling its oversight responsibility with respect to the quality of the company’s products, systems, services, and software and the development, testing, manufacturing, marketing and servicing thereof and regulatory requirements relating thereto. To this purpose, quality and regulatory dashboards and the status of ongoing internal and external audits are discussed within this Committee. Furthermore, the Quality & Regulatory Committee assesses the culture of quality within the company and measures taken to enhance this culture and awareness. Relevant regulatory developments, such as developments in healthcare regulations globally, are also discussed within this Committee.

The report of the Quality & Regulatory Committee is included in the Supervisory Board Report.

Members

P.A.M. Stoffels - Chair of the Quality & Regulatory Committee

A.M. Harrison - Member of the Quality & Regulatory Committee

P. Löscher - Member of the Quality & Regulatory Committee

B. White - Member of the Quality & Regulatory Committee

For more information, visit our Quality policy page

Environmental, Social and Governance

In light of the significance of the Environmental, Social & Governance (ESG) dimensions to Philips and their integration into the company’s overarching strategy, the Supervisory Board as a whole is conducting oversight and advising executive management on the company’s ESG approach.

Profile

The Supervisory Board’s composition follows the profile, which aims for an appropriate combination of knowledge and experience among its members encompassing general management, international business, environmental, social and governance (ESG) and sustainability, (consumer) health and medical technology, patient safety, quality & regulatory and product development, finance and accounting, human resources, manufacturing and supply chain, information technology and digital, marketing, and governmental and public affairs, all in relation to the global character of Philips’ businesses. Each member of the Supervisory Board shall be capable of assessing the broad outline of the overall policy of the Company. The Supervisory Board pays great value to diversity in its composition as set forth in the Diversity Policy. More particular it aims for having members with different nationalities and (cultural) backgrounds, working experiences or otherwise diverse qualities, as well as one or more members with an executive or similar position in business or society no longer than 5 years ago. Furthermore, the Supervisory Board shall meet the gender quota, in accordance with Dutch law, requiring that at least one-third of the supervisory board members are women and at least one-third are men. The composition of the Supervisory Board shall be in accordance with the best practice provisions on independence of the Dutch Corporate Governance Code. The size of the Supervisory Board may vary as considered appropriate to support its profile.

Remuneration

The Remuneration Policy for the Supervisory Board was adopted at the Annual General Meeting of Shareholders held in 2024. In compliance with the Dutch Corporate Governance Code, the Remuneration Policy provides that the remuneration for the members of the Supervisory Board is not dependent on the results of the company and does not include any shares (or rights to shares). Nevertheless, members of the Supervisory Board are encouraged to hold shares in the company for the purpose of long-term investment to reflect their confidence in the future course of the company.

Royal Philips has adopted a Policy Regarding the Recovery of Erroneously Awarded Incentive-Based Compensation to provide for the recovery of certain excess incentive-based compensation earned by members of the Board of Management. This Policy will form part of the claw-back provisions included in services contracts concluded with members of the Board of Management after December 1, 2023.

Policy regarding the recovery of erroneously awarded incentive-based compensation (92.0KB)

2024 Remuneration Policy for the Supervisory Board (91.0KB)

The remuneration of the individual members of the Supervisory Board is included in the report of the Remuneration Committee, which comprises the Remuneration Report 2023.

Remuneration Report 2023 (321.0KB)