Philips 2005 Annual Report Download - page 225

Philips Annual Report 2005 225
Investor Relations
General
The Company is continually striving to improve relations with its
shareholders. In addition to communication with its shareholders at the
AnnualGeneralMeetingofShareholders,Philipselaboratesitsnancial
results during (public) conference calls, which are broadly accessible. It
publishes informative annual and quarterly reports and press releases,
and informs investors via its extensive website. The Company is strict
in its compliance with applicable rules and regulations on fair and non-
selective disclosure and equal treatment of shareholders. Each year
the Company organizes major Philips divisional analysts days and
participates in several broker conferences, announced in advance on
the Company’s website and by means of press releases. Shareholders
can follow in real time, by means of webcasting or telephone lines, the
meetings and presentations organized by the Company. It is Philips’
policy to post presentations to analysts and shareholders on the
Company’s website. These meetings and presentations will not take
placeshortlybeforethepublicationofannualandquarterlynancial
information. While strictly complying with the rules and regulations on
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 or can be followed in real time. For this reason the Company
cannot fully apply the literal text of recommendation IV.3.I. of the
Dutch Corporate Governance Code.
The Company shall not, in advance, assess, comment upon or correct,
other than factually, any analyst’s reports and valuations. No fee(s) will
be paid by the Company to parties for the carrying-out of research for
analysts’ reports or for the production or publication of analysts’ reports,
with the exception of credit-rating agencies.
Major shareholders and other information for shareholders
As per December 31, 2005, no person is known to the Company to
be the owner of more than 5% of its common shares other than the
Company itself as a result of its share repurchase programs as described
in the section Other information that begins on page 117 of this Annual
Report. The common shares are held by shareholders worldwide in
bearer and registered form. Outside the United States, common shares
are held primarily in bearer form. As per December 31, 2005,
approximately 89% of the common shares were held in bearer form.
In the United States shares are held primarily in the form of registered
shares of New York Registry (Shares of New York Registry) for which
Citibank, N.A., 111 Wall Street, New York, New York 10043 is the transfer
agent and registrar. As per December 31, 2005, approximately 11% of
the total number of outstanding common shares were represented
by shares of New York Registry issued in the name of approximately
1,600 holders of record, including Cede & Co, acting as nominee for
the Depository Trust Company holding the shares (indirectly) for
individualinvestorsasbeneciaries.
Only bearer shares are traded on the stock market of Euronext
Amsterdam. Only shares of New York Registry are traded on the New
York Stock Exchange. Bearer shares and registered shares may be
exchanged for each other. Since certain shares are held by brokers
and other nominees, these numbers may not be representative of the
actualnumberofUnitedStatesbenecialholdersorthenumberof
SharesofNewYorkRegistrybeneciallyheldbyUSresidents.
Corporateseatandheadofce
The statutory seat of the Company is Eindhoven, the Netherlands, and
thestatutorylistofallsubsidiariesandafliated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nancialstatementsandisdepositedattheofceofthe
CommercialRegisterinEindhoven,theNetherlands(leno.17001910).
TheexecutiveofcesoftheCompanyarelocatedattheBreitner
Center, Amstelplein 2, 1096 BC Amsterdam, 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. 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 January 1, 2005
theCompanyrequiresanoticationtothePhilipsCompliance
Ofcer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ve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 may be combined
with the function of Chairman of the Remuneration Committee
although this is currently not the case; and
recommendation IV.3.1: while strictly complying with the rules and
regulations on 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 or can be followed in real time.
February 13, 2006
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