Philips 2011 Annual Report Download - page 114

11 Corporate governance 11.5 - 11.5
114 Annual Report 2011
press releases, and informs investors via its extensive website. The
Company is strict in its compliance with applicable rules and regulations
on fair and non-selective disclosure and equal treatment of
shareholders.
Each year the Company organizes Philips Capital Market Days and
participates in several broker conferences, announced in advance on
the Company’s website and by means of press releases. Shareholders
can follow in real time, by means of webcasting or telephone lines, the
meetings and presentations organized by the Company. Thus the
Company applies recommendation IV.3.1 of the Dutch Corporate
Governance Code, which in its perception and in view of market
practice does not extend to less important analyst meetings and
presentations. It is Philips’ policy to post presentations to analysts and
shareholders on the Company’s website. These meetings and
presentations will not take place shortly before the publication of
annual, semi-annual and quarterly financial information.
Furthermore, the Company engages in bilateral communications with
investors. These communications either take place at the initiative of
the Company or at the initiative of individual investors. During these
communications the Company is generally represented by its Investor
Relations department. However, on a limited number of occasions the
Investor Relations department is accompanied by one or more
members of the Board of Management. The subject matter of the
bilateral communications ranges from single queries from investors to
more elaborate discussions on the back of disclosures that the
Company has made such as its annual and quarterly reports. Also here,
the Company is strict in its compliance with applicable rules and
regulations on fair and non-selective disclosure and equal treatment of
shareholders.
The Company shall not, in advance, assess, comment upon or correct,
other than factually, any analyst’s reports and valuations. No fee(s) will
be paid by the Company to parties for the carrying-out of research for
analysts’ reports or for the production or publication of analysts’
reports, with the exception of credit-rating agencies.
Major shareholders and other information for shareholders
The Dutch Act on Financial Supervision imposes a duty to disclose
percentage holdings in the capital and/or voting rights in the Company
when such holdings reach, exceed or fall below 5%, 10%, 15%, 20%,
25%, 30%, 40%, 50%, 60%, 75% and 95%. Such disclosure must be made
to the Netherlands Authority for the Financial Markets (AFM) without
delay. The AFM then notifies the Company.
On July 13, 2011 the Company received notification from the AFM that
it had received disclosures under the Dutch Act on Financial
Supervision of a substantial holding of 5.10% (representing 51,428,846
shares) by Southeastern Asset Management Inc., in the Company’s
common shares. On December 7, 2011 the Company received
notification from the AFM that it had received disclosures under the
Financial Markets Supervision Act of a substantial holding of 5.05%
(representing 50,990,018 shares) by Dodge & Cox, in the Company’s
common shares. The common shares are held by shareholders
worldwide in bearer and registered form. As per December 31, 2011,
approximately 91% of the common shares were held in bearer form
and approximately 9% of the common shares were represented by
registered shares of New York Registry issued in the name of
approximately 1,311 holders of record, including Cede & Co. Cede &
Co acts as nominee for the Depository Trust Company holding the
shares (indirectly) for individual investors as beneficiaries. Citibank,
N.A., 388 Greenwich Street, New York, New York 10013 is the
transfer agent and registrar.
Only bearer shares are traded on the stock market of Euronext
Amsterdam. Only shares of New York Registry are traded on the New
York Stock Exchange. Bearer shares and registered shares may be
exchanged for each other. Since certain shares are held by brokers and
other nominees, these numbers may not be representative of the actual
number of United States beneficial holders or the number of Shares of
New York Registry beneficially held by US residents.
The provisions applicable to all corporate bonds that have been issued
by the Company in March 2008 contain a ‘Change of Control Triggering
Event’. This means that if the Company experienced such an event with
respect to a series of corporate bonds the Company might be required
to offer to purchase the bonds of that series at a purchase price equal to
101% of their principal amount, plus accrued and unpaid interest, if any.
Major shareholders do not have different voting rights than other
shareholders.
Corporate seat and head office
The statutory seat of the Company is Eindhoven, the Netherlands, and
the statutory list of all subsidiaries and affiliated companies, prepared
in accordance with the relevant legal requirements (Dutch Civil Code,
Book 2, Sections 379 and 414), forms part of the notes to the
consolidated financial statements and is deposited at the office of the
Commercial Register in Eindhoven, the Netherlands (file no.
17001910).
The executive offices of the Company are located at the Breitner
Center, Amstelplein 2, 1096 BC Amsterdam, the Netherlands,
telephone [phone].
Compliance with the Dutch Corporate Governance Code
In accordance with the governmental decree of December 10, 2009,
the Company fully complies with the Dutch Corporate Governance
Code and applies all its principles and best practice provisions that are
addressed to the Board of Management and the Supervisory Board. The
full text of the Dutch Corporate Governance Code can be found at the
website of the Monitoring Commission Corporate Governance Code
(www.commissiecorporategovernance.nl).
February 23, 2012