Supervisory Board

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.

(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*

D.E.I Pyott

May 7, 2015

May 9, 2019

2023

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

-

2023

F. Sijbesma

April 30, 2020

-

2024

P. Löscher

April 30, 2020

-

2024

S.K. Chua

May 6, 2021

-

2025

I.K. Nooyi

May 6, 2021

-

2025

H. Verhagen

May 10, 2022

-

2026

S. Poonen

May 10, 2022

-

2026

*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.

 

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.

Profile


The Supervisory Board’s composition follows the profile as included in the Rules of Procedure of the Supervisory Board, which aims for an appropriate combination of knowledge and experience among its members encompassing marketing, manufacturing, technology, healthcare, financial, economic, social and legal aspects of international business and government and public administration in relation to the global and multiproduct character of Philips’ businesses. The aim is also to have one or more members with an executive or similar position in business or society no longer than 5 years ago. The composition of the Supervisory Board shall be in accordance with the best practice provisions on independence of the Dutch Corporate Governance Code and each member of the Supervisory Board shall be capable of assessing the broad outline of the overall policy of the company. 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 2020. 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.

The remuneration of the individual members of the Supervisory Board is included in the report of the Remuneration Committee, which comprises the Remuneration Report 2021.

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