Philips 2010 Annual Report Download - page 121

11 Supervisory Board report 11 - 11
Annual Report 2010 121
In October the Supervisory Board discussed the third
quarter 2010 financial results, and pension developments
and their effect on the Group.
In November the succession of the CFO of the Company
was discussed by the Supervisory Board.
In December the Supervisory Board discussed the
management agenda 2011, the Annual Operating Plan
2011, the operational performance of the TV business and
received an update on supply management within the
Company.
Other discussion topics included:
• financial performance of the Philips Group and the
Sectors
• status of merger and acquisition projects
• management development and succession planning,
especially with respect to the President/CEO and the
CFO as well as the CEO of the Consumer Lifestyle
Sector
• 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 Survey
• financial scenarios for 2011 and beyond
• legal proceedings, including antitrust proceedings
• the situation at the 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
The Supervisory Board currently consists of eight
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 section
Corporate governance. Members are appointed for fixed
terms of four years and may be reappointed for two
additional four-year terms.
All members of the Supervisory Board completed a
questionnaire to verify compliance in 2010 with applicable
corporate governance rules and the Rules of Procedure of
the Supervisory Board. Based on written feedback from
each Supervisory Board member, the Chairman of the
Supervisory Board discussed the functioning of the
Supervisory Board and its members in private discussions.
He shared common themes and conclusions in a private
session of the Supervisory Board; items discussed include
the follow-up to the evaluation regarding 2009, 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.
Mr Hessels, who joined the Supervisory Board in 1999 and
has been Chairman since 2008, will resign as Chairman
and as a member of the Supervisory Board at the 2011
General Meeting of Shareholders. We are thankful for his
valuable contribution to Philips during his 12-year term as
a member of our Board. The Supervisory Board has
appointed Mr Van der Veer as its Chairman as from the
closing of the 2011 General Meeting of Shareholders.
Further, we would like to express our sincere
appreciation to Mr Kleisterlee and Mr Sivignon, who will
resign as President/CEO and CFO respectively and as
members of the Board of Management at the 2011
General Meeting of Shareholders. Our Board would like
to thank them for their vision and outstanding leadership
in driving both strategic change and operational
improvement within Philips. We wish them both all the
best for the future.