Management - Investor relations

Management
Management

Board of Management and Executive Committee

The Board of Management is entrusted with the management of Koninklijke Philips N.V. Certain key officers have been appointed to support the Board of Management in the fulfilment of its managerial duties. The members of the Board of Management and these key officers together constitute the Executive Committee. Under the chairmanship of the President/Chief Executive Officer (CEO), they drive the company’s management agenda and share responsibility for the continuity of the Philips group, focusing on long-term value creation and taking into account the interests of shareholders and other stakeholders.

The Rules of Procedure for the Board of Management and Executive Committee include provisions regarding meetings, resolutions, minutes, (vice) chairmanship, trading in securities and conflicts of interests.

Rules of Procedure of the Board of Management and Executive Committee

Members of the Board of Management and the President/CEO are appointed for a maximum term of four years, it being understood that this maximum term expires at the end of the following shareholders’ meeting to be held in the fourth year after the year of their appointment or, if applicable, on a later pension or contractual termination date in that year, unless the General Meeting of Shareholders resolves otherwise. Re-appointment is possible for consecutive maximum terms of four years.

(Re-)appointment Schedule Board of Management

Name	Date of initial Appointment	Date of (last) Reappointment	End of Term*
Frans van Houten	April 1, 2011	May 9, 2019	2023
Abhijit Bhattacharya	December 18, 2015	May 9, 2019	2023
Marnix van Ginneken	November 1, 2017		2021

* As laid down in the Articles of Association

Remuneration
Remuneration

Remuneration

The remuneration of the individual members of the Board of Management is determined by the Supervisory Board on the proposal of the Remuneration Committee of the Supervisory Board, and is consistent with the current Remuneration Policy for members of the Board of Management, as adopted by the General Meeting of Shareholders in 2017. The objectives of the Remuneration Policy are in line with that for executives throughout the Philips group. That is, to focus them on improving the performance of the company and enhancing the long-term value of the Philips group, to motivate and retain them, and to be able to attract other highly qualified executives to enter into Philips’ services, when required. To support the Remuneration Policy’s objectives, the remuneration package includes a significant variable part in the form of an annual cash bonus incentive and long-term incentive in the form of performance shares. The Remuneration Policy does not encourage inappropriate risk-taking. In 2017, the General Meeting of Shareholders also approved the current Long-Term Incentive Plan for members of the Board of Management.

Remuneration Policy

Long-Term Incentive Plan

A full and detailed description of the composition of the remuneration of the individual members of the Board of Management is included in the report of the Remuneration Committee, as included in the company’s Annual Report, and in other parts of the Annual Report.

Board of Management and Executive Committee

(Re-)appointment

(Re-)appointment Schedule Board of Management

Remuneration