Philips 2007 Annual Report Download - page 112

Philips Annual Report 2007118
the chairman of the Audit Committee EUR 7,000;
details are disclosed in note 34.
Report of the Corporate Governance
and Nomination & Selection Committee
The Corporate Governance and Nomination & Selection
Committee currently consists of three members, who
are listed in the chapter Our leadership. 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. As in prior
years, the committee discussed developments in the
area of corporate governance and legislative changes as
well as further steps the Company could take to improve
its corporate governance structure. In view hereof,
the Supervisory Board will propose to the 2008 General
Meeting of Shareholders amendments to the current
articles of association of the Company, which proposal
together with explanatory notes is available on
the Company’s website (www.philips.com/investor).
The proposal addresses legislative changes such as
the implementation of the Dutch Act on Electronic
Means of Communications and the Transparancy
Directive and includes amendments with respect to
the implementation of share repurchase programs as
well as the remuneration of the members of the
Supervisory Board.
In accordance with its charter, the Corporate Governance
and Nomination & Selection Committee consulted in
2007 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 2007 General Meeting of Shareholders,
Mr Kleisterlee was re-appointed as President/CEO,
Mr Dutiné was re-appointed as member of Board of
Management and Mr Rusckowski, CEO of the Medical
Systems division, was appointed as member of Board
of Management.
On September 10, 2007, the Company announced
its plan to simplify its business structure by creating
three core sectors: Philips Healthcare, Philips Ligthing
and Philips Consumer Lifestyle and to integrate its
Consumer Electronics and Domestic Appliances and
Personal Care divisions into one Consumer Lifestyle
sector as of January 1, 2008. Furthermore the Company
also announced the combination of Consumer
Healthcare Solutions, renamed as Home Healthcare
Solutions, with Philips Medical Systems, under the new
name of Philips Healthcare. In connection therewith,
Mr Rusckowski became CEO of Philips Healthcare
as per January 1, 2008. With effect from the same date,
Mr Provoost, CEO of the Consumer Electronics division,
has moved to the Philips Lighting sector, transitioning to
take over as CEO from Mr van Deursen, who will retire
on April 1, 2008. Mr Ragnetti, CEO of DAP, became CEO
of the Consumer Lifestyle sector from January 1, 2008.
We would like to thank Mr van Deursen for his signicant
contribution to Philips, in particular in the Company’s
lighting business.
In respect of the Group Management Committee,
the following other changes occurred in 2007.
On September 1, 2007, Mr de Vries was appointed
as member of the Group Management Committee
and succeeded Mr Hartert as Chief Information Ofcer
who has been appointed CEO of the Imaging Systems
business within the Medical Systems division.
Report of the Remuneration Committee
The Remuneration Committee, currently consisting
of four members, who are listed in the chapter Our
leadership, 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 ve times in 2007.
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 the basis of this policy the remuneration
of the individual members of the Board of Management
and other members of the Group Management
Committee. In performing its duties and responsibilities
the Remuneration Committee is assisted by a
remuneration expert acting on the basis of a protocol
8 Financial highlights 10 Message from the President 16 The Philips Group 62 The Philips sectors