Philips 2004 Annual Report Download - page 209

Corporate seat and head office
The statutory seat of the Company is Eindhoven, the Netherlands,
and the statutory list of all subsidiaries and affiliated companies,
prepared in accordance with the relevant legal requirements (The
Netherlands Civil Code, Book 2, Articles 379 and 414), forms part
of the notes to the consolidated financial statements and is
deposited at the office of the Commercial Register in Eindhoven,
the Netherlands (file no. 1910).
The executive offices of the Company are located at the Breitner
Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands,
telephone [phone].
Compliance with the Dutch Corporate
Governance Code
In accordance with the Dutch Order of Council of December 23,
2004, the Company fully complies with the Dutch Corporate
Governance Code by applying its principles and best practice
provisions that are addressed to the Board of Management and the
Supervisory Board or by explaining why it deviates therefrom.
Subject to the amendments of the Articles of Association
proposed to the 2005 Annual General Meeting of Shareholders1),
the Company fully applies such principles and best practice
provisions, with the exception of the following four
recommendations that are not fully applied for the reasons set out
above:
- recommendation II.2.6 and III.7.3: with effect from 1 January
2005 the Company requires a notification to the Philips
Compliance Officer of transactions in securities in Dutch listed
companies by members of the Supervisory Board and the
Board of Management on a yearly basis (instead of on a
quarterly basis as the Dutch Corporate Governance Code
recommends);
- recommendation III.4.2: the Company requires the Chairman
of the Supervisory Board to be independent under the
applicable US standards and pursuant to the Dutch Corporate
Governance Code, but does not exclude that a former
member of the Board of Management who left the Company
more then five years ago may be Chairman of the Supervisory
Board (as the Dutch Corporate Governance Code does);
- recommendation III.5.11: the Company does not exclude that
the function of Chairman of the Supervisory Board will be
combined with the function of Chairman of the Remuneration
Committee; pursuant to the Dutch Corporate Governance
Code, these functions should not be combined, and
- recommendation IV.3.1: while strictly complying with the rules
and regulations of fair and non-selective disclosure and equal
treatment of shareholders, in view of the number of meetings
with analysts and presentations to analysts or investors, not all
of these meetings and presentations are announced in advance
by means of a press release and on the Company’s website and
can be followed in real time.
1) Prior to the adoption and execution of the proposed amendments to the articles of association
the Company also cannot fully apply the best practice provision IV.1.1 on the conditions on
which the General Meeting of Shareholders can overrule the binding recommendation for the
appointment of a member of the Board of Management or a member of the Supervisory Board,
in view of the current provisions on the same in the articles of association.
208 Philips Annual Report 2004
Other information