Philips 2005 Annual Report Download - page 64

Philips Annual Report 200564
(often job grade) and performance of the individuals, will
be multiplied by the outcome of the multiplier.
In 2005, 6,575,982 stock options and 2,252,808 restricted
share rights were granted under the LTIP (excluding the
premium shares to be delivered after a three-year holding
period); in 2004, 6,735,850 stock options and 2,239,816
restricted share rights were granted.
This LTIP will be continued in 2006 and subsequent years.
If substantial changes are to be made, Philips will again
seek shareholder approval.
The 2004 General Meeting of Shareholders approved a
proposal to allocate a maximum of 2.5% of the annual
LTIP pool-size to members of the Board of Management.
Grants to members of the Board of Management under
the Long-Term Incentive Plan:
20052)
members Board of Management1)
stock
options
restricted
share
rights
G.J. Kleisterlee 48,006 16,002
P-J. Sivignon 32,004 10,668
G.H.A. Dutiné 32,004 10,668
A. Huijser 32,004 10,668
1) Reference date for Board membership is December 31, 2005
2) Long-Term Incentive Multiplier of 1.0 applied
20042)
members Board of Management1)
stock
options
restricted
share
rights
G.J. Kleisterlee 48,006 16,002
G.H.A. Dutiné 32,004 10,668
A. Huijser 32,004 10,668
1) Reference date for Board membership is December 31, 2005
2) Long-Term Incentive Multiplier of 1.0 applied
20032)
members Board of Management1)
stock
options
restricted
share
rights
G.J. Kleisterlee 52,803 17,601
G.H.A. Dutiné 35,208 11,736
A. Huijser 35,208 11,736
1) Reference date for Board membership is December 31, 2005
2) Long-Term Incentive Multiplier of 1.1 applied
For more details of the Long-Term Incentive Plan, see
note 35 of this Annual Report.
According to Philips’ Rules of Conduct with respect to
inside information, members of the Board of Management
(and the other members of the Group Management
Committee) are only allowed to trade in Philips securities
(including the exercise of stock options) during ‘windows’
of ten business days following the publication of annual
and quarterly results (provided the person involved has no
‘inside information’ regarding Philips at that time) unlessunless
an exemption is available..
To further align the interests of the members of the
Board of Management and shareholders, restricted shares
granted to the Board of Management members shall be
retainedforaperiodofatleastveyearsoruntilatleast
the end of their employment, if this period is shorter.
To further align also the interests of other Philips senior
executives and shareholders, compulsory share ownership
for those individuals was introduced in 2004.
The total cash pay-out in any year is the sum of the base
salary received in the year concerned and the bonus pay-
out related to the previous year. The total cash pay-out in
2005 (and previous two years) for each member of the
Board of Management is presented in the next table.
in euros total cash pay-out
members Board of Management1) 2003 2004 2005
G.J. Kleisterlee 1,185,890 1,882,600 2,048,160
P-J. Sivignon − − 259,0912)
G.H.A. Dutiné 661,7503) 943,138 1,020,040
A. Huijser 581,4443) 971,300 1,141,900
1) Reference date for Board membership is December 31, 2005
2) Related to period June 15, 2005 to December 31, 2005
3)
Including 9 months Annual Incentive related to period as member of
the Board of Management (date of appointment April 1, 2002)
Report of the Supervisory Board