Philips 2009 Annual Report Download - page 135

amongst other things the impact of the LED revolution,
several projects in Incubators and the performance and
set-up of the Philips activities in France, Germany and the
Netherlands.
In October topics for the management agenda 2010 of the
Board of Management were discussed. The Supervisory
Board further discussed plans to better organize around
customers and markets.
In December the Supervisory Board discussed the
financial scenarios and the Annual Operating Plan 2010.
Other discussion topics included:
• financial performance of the Philips Group and the
sectors
• status of merger and acquisition projects, like Saeco
• management development and succession planning,
especially with respect to the President/CEO
• evaluation of the Board of Management and its
members
• geographic performance and growth opportunities in
emerging markets, including the shift of resources from
mature to emerging markets
• the situation and improvement measures at some
businesses that did not perform according to plan
• the results of the Employee Engagement Score
• financial scenarios for 2010 and beyond
• legal proceedings, including the investigations into
possible anticompetitive activities in the CRT industry
• the situation at Philips Pension Fund in the Netherlands
and the governance and financial position of the other
major pension funds
• restructuring programs in all sectors
Composition and evaluation of the Supervisory
Board
On June 23, 2009 the Supervisory Board and the Board of
Management received the sad news of the passing away of
Prof. K.A.L.M. van Miert, member of the Supervisory
Board. Mr van Miert joined the Supervisory Board in 2000.
He was a highly committed member, whose efforts were
greatly appreciated. We owe him a great debt of gratitude
for his knowledge and insight and we will cherish his
memory with warmth and respect.
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 2009 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 2008, the
composition and competencies of the Supervisory Board,
and 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. Several members of the
Supervisory Board attended external training programs,
which are often dedicated to specific topics.
Changes Supervisory Board and committees
2009
• On June 23, 2009 the Supervisory Board and the
Board of Management received the sad news of
the passing away of Mr van Miert.
• Mr Schiro has been reappointed as member of the
Supervisory Board.
• Mr Wong has relinquished his position as member
of the Supervisory Board as of the closing of the
2009 General Meeting of Shareholders.
• Ms Poon has become a member of the
Supervisory Board as from the 2009 General
Meeting of Shareholders.
• Mr van der Veer has become a member of the
Supervisory Board as from July 1, 2009 and has
become a member of the Audit Committee.
9 Supervisory Board report 9.1 - 9.1
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