Philips 2008 Annual Report Download - page 115

Composition and evaluation of the
Supervisory Board
The Supervisory Board currently consists of nine
members. The Supervisory Board aims for an appropriate
combination of knowledge and experience among its
members in relation to the global and multi-product
character of Philips’ businesses. Consequently the
Supervisory Board aims for an appropriate level of
experience in marketing, technological, manufacturing,
financial, economic, social and legal aspects of
international business and government and public
administration. The full profile is described in the
chapter Corporate governance. Members are
appointed for fixed terms of four years and may be
re-appointed for two additional four-year terms.
All members of the Supervisory Board completed
a questionnaire to verify compliance in 2008 with
applicable corporate governance rules and the Rules
of Procedure of the Supervisory Board. The Chairman
of the Supervisory Board discussed the functioning of
the Supervisory Board and its members in private
discussions with all members. He shared common
themes and conclusions in a private session of the
Supervisory Board; items discussed include the follow-up
to the evaluation regarding 2007, the composition and
competencies of the Board, the set-up and content of
meetings and meeting materials. In the same meeting
the relationship with the Board of Management was
discussed. The three committees of the Supervisory
Board reviewed their charters and their functioning
and reported thereon to the full Supervisory Board.
Report of the Corporate Governance
and Nomination and Selection
Committee
The Corporate Governance and Nomination &
Selection Committee currently consists of three
members. In line with the New York Stock Exchange
listing rules and other developments in the field
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. It also discussed possible
agenda items for the upcoming 2009 General Meeting
of Shareholders.
Meetings 2008
Six regular meetings were held in 2008.•
•
All members were frequently present at the regular
meetings of the Supervisory Board. Four members
could not attend one or two regular meetings due to
agenda conflicts. In 2008, one meeting took place by
means of a conference call to discuss a specific matter.
The Audit Committee met nine times.•
The Remuneration Committee met six times.•
The Corporate Governance and Nomination & •
Selection Committee met four times.
Changes Supervisory Board and committees 2008
Messrs Kist and Van Miert have been reappointed •
as members of the Supervisory Board.
Mr Hessels has succeeded Mr De Kleuver •
as Chairman of the Supervisory Board.
Mr Schweitzer has resigned as a member •
of the Supervisory Board.
Mr Kist has succeeded Mr Hessels as Chairman •
of the Audit Committee.
Mr Von Prondzynski has become a member •
of the Audit Committee.
Mr Schiro has become a member of the Corporate •
Governance Nomination & Selection Committee.
(Re)appointments Supervisory Board 2009
It is proposed to reappoint Mr Schiro.• 1)
Mr Wong has expressed his wish to relinquish his
•
position as a member of the Supervisory Board.2)
Subject to approval by the General Meeting of Shareholders
1)
As from the closing of the 2009 General Meeting of Shareholders
2)
Changes Board of Management and Group
Management Committee 2008
Mr Van Deursen has retired as a member of the •
Board of Management.
Mr Hartert and Mrs Kux have resigned as
•
members of the Group Management Committee.
(Re)appointments Board of Management 2009
It is proposed to reappoint Mr Sivignon.• 1)
Subject to approval by the General Meeting of Shareholders
1)
Remuneration 20081)
in euros per year
Chairman Member
Supervisory Board 110,000 65,000
Audit Committee 15,000 10,000
Remuneration Committee 12,500 8,000
Corporate Governance and Nomination
& Selection Committee 12,500 6,000
Fee for intercontinental traveling per trip 3,000 3,000
Details are disclosed in note 34 Information on remuneration
1)
122
Performance statements
114
Supervisory Board report
110
Our leadership
94
Risk management
70
Our sector performance
Philips Annual Report 2008 115