Philips 2005 Annual Report Download - page 52

Philips Annual Report 200552
Our leadership
Board of Management
The Board of Management operates under the chairmanship
ofthePresident/ChiefExecutiveOfcer(CEO).The
members of the Board of Management have collective
powers and responsibilities. They share responsibility for
the management of Koninklijke Philips Electronics N.V.
(the ‘Company’), the deployment of its strategy and
policies, and the achievement of its objectives and results.
The Board of Management has, for practical purposes,
adoptedadivisionofresponsibilitiesreectingthe
functional and business areas monitored and reviewed by
the individual members. According to the Company’s
corporate objectives and Dutch law, the Board of
Management is guided by the interests of the Company
anditsafliatedenterpriseswithintheGroup,takinginto
consideration the interests of the Company’s stakeholders,
and is accountable for the performance of its assignment
to the Supervisory Board and the General Meeting of
Shareholders. The Rules of Procedure of the Board of
Management are published on the Company’s website
(www.philips.com/investor).
The remuneration policy applicable to the Board of
Management was adopted by the 2004 General Meeting
of Shareholders, amended by the 2005 General Meeting of
Shareholders, and is published on the Company’s website.
For more details on the remuneration policy and the
remuneration of the individual members of the Board of
Management, see the chapter Report of the Supervisory
Board that begins on page 60 of this Annual Report.
The Supervisory Board has decided to propose to
the 2006 Annual General Meeting of Shareholders to
appoint the current CEOs of the Company’s operating
divisions as members of the Board of Management,
effective April 1, 2006.
Group Management Committee
The Group Management Committee consists of the
members of the Board of Management, the Chairmen of
theoperatingdivisionsandcertainkeyofcers.Members
other than members of the Board of Management are
appointed by the Supervisory Board. The task of the
Group Management Committee, the highest consultative
body within Philips, is to ensure that business issues and
practices are shared across Philips and to implement
common policies.
Supervisory Board
The Supervisory Board supervises the policies of the
executive management (the Board of Management) and
the general course of affairs of Philips and advises the
executive management thereon. The Supervisory Board,
in the two-tier corporate structure under Dutch law,
is a separate and independent body from the Board of
Management. The Rules of Procedure of the Supervisory
Board are published on the Company’s website.
For more details on the activities of the Supervisory
Board, see the chapter Report of the Supervisory Board
that begins on page 60 of this Annual Report.
Corporate governance
A full description of the Company’s corporate governance
structure is published in the chapter Corporate governance
that begins on page 218 of this Annual Report and on
the Company’s website.
The executive management of Philips is entrusted to its Board of Management under the supervision
of the Supervisory Board. The Group Management Committee is the highest consultative body
within Philips. This chapter presents the Board of Management, the Group Management Committee
and the Supervisory Board as of December 31, 2005.