Philips 2005 Annual Report Download - page 61

Philips Annual Report 2005 61
Meeting of Shareholders Mr Schweitzer was re-appointed
and Messrs Wong and Schiro were elected to the Supervisory
Board. As from the closing of the 2005 Shareholders’
Meeting, Mr De Kleuver succeeded Mr Van Wachem as
Chairman of the Supervisory Board. At the 2006 General
Meeting of Shareholders, the present term of Messrs
De Kleuver and Greenbury will end. The Supervisory
Board very much welcomes the fact that both gentlemen,
who have brought valuable experience and knowledge to
our Board since their appointments in 1998, are available
for re-appointment, and we shall make a proposal at the
2006 Annual General Meeting of Shareholders to re-appoint
Messrs De Kleuver and Greenbury.
The remuneration of the members of the Supervisory
Board and the additional remuneration for its Chairman
and the members of its committees is determined by the
General Meeting of Shareholders. The 2005 General
Meeting of Shareholders resolved to adjust the fee structure
for the Chairman and members of the Supervisory Board
and its committees. As from January 1, 2005, the annual
remuneration is EUR 41,000 per year for members of the
Supervisory Board and EUR 75,000 for the Chairman. The
annual remuneration for a regular member of a committee
is EUR 4,500, for the chairman of a committee EUR 6,000,EUR 6,000,
and for the chairman of the Audit Committee EUR 7,000;EUR 7,000;
details are disclosed in note 36 of this Annual Report.
Report of the Corporate Governance and
Nomination & Selection Committee
The Corporate Governance and Nomination & Selection
Committee consists of the Chairman and Vice-Chairman
of the Supervisory Board. In line with the New York Stock
Exchangelistingrulesandotherdevelopmentsintheeld
of corporate governance, the committee reviews the
corporate governance principles applicable to the Company
at least once a year, and advises the Supervisory Board on
any changes to these principles as it deems appropriate. In
2005, the committee discussed the further steps the
Company could take to improve its corporate governance
and the way the Dutch Corporate Governance Code has
been implemented. In accordance with its charter, the
Corporate Governance and Nomination & Selection
Committee consulted in 2005 with the President/CEO
and other members of the Board of Management on
the appointment or re-appointment of candidates for
SupervisoryBoardmembershipandcandidatestoll
current and future vacancies on the Board of Management
and the Group Management Committee, prepared
decisions and advised the Supervisory Board on the
candidates for appointment, and supervised the policy of
the Board of Management on the selection criteria and
appointment procedures for Philips’ senior management.
At the 2005 General Meeting of Shareholders,
Mr Kleisterlee was re-appointed as President/CEO and
Mr Sivignon, who succeeded Mr Hommen as Chief
FinancialOfcer(CFO),wasappointedasmemberof
the Board of Management.
As of April 1, 2006, Mr Huijser, member of the Board of
ManagementandChiefTechnologyOfcer,willretire.
During his 35-year career with Philips, in particular in the
Company’s research activities, Mr Huijser has made a
signicantcontributiontoPhilips.
The Supervisory Board will propose, at the 2006 Annual
General Meeting of Shareholders, to appoint the current
headsoftheveoperatingdivisionsasmembersofthe
BoardofManagement,effectiveApril1,2006.Theofcers
involved are Messrs Karvinen, Ragnetti, Provoost,
Van Deursen and Van Houten.
In respect of the Group Management Committee, the
following changes occurred in 2005. On April 1, 2005,
Mr Van Splunter retired as a member of the Group
Management Committee. As of April 1, 2005, Mr Ragnetti
succeeded Mr Van Splunter as CEO of the Domestic
Appliances and Personal Care division in combination
withhiscurrentpositionasChiefMarketingOfcer.
Finally, Mr Westerlaken, member of the Group Management
Committee, will retire as of May 1, 2006.
Report of the Remuneration Committee
The Remuneration Committee, currently consisting of
four members, who are listed in the chapter Our leadership
that begins on page 52 of this Annual Report, is
responsible for preparing decisions of the Supervisory
Board on the remuneration of individual members of
the Board of Management and the Group Management
Committee. It met four times in 2005. The Remuneration
Committee proposes to the Supervisory Board the
remuneration policy for members of the Board of
Management and other members of the Group Management
Committee, and reports annually to the Supervisory
Board on the implementation of this remuneration policy.
The Supervisory Board, through the Remuneration
Committee, implements this policy and determines on