Philips 2011 Annual Report Download - page 97

10 Supervisory Board report 10 - 10
Annual Report 2011 97
In July a meeting was held to discuss the Company’s
second quarter results.
In August the Supervisory Board discussed the in-depth
strategy of the Company and the individual operating
sectors, the IT architecture of the company and the
formation of the TV joint venture.
In October the Supervisory Board discussed the third
quarter 2011 financial results, the TV joint venture, the
sustainability program and risk management.
In December the Supervisory Board discussed the 2012
Commitment (management agenda), the situation on the
financial markets, especially in Europe, and possible
implications for the financing needs of the Philips Group,
the share buyback and the Accelerate! program.
Other discussion topics included:
• financial performance of the Philips Group and the
sectors
• implementation of the Philips Business System to
improve granular performance insights
• management development and succession planning,
especially with respect to the CEO of the Lighting
sector
• evaluation of the Board of Management and its
members
• geographic performance and opportunities in growth
geographies, including the shift of resources from
mature to growth geographies
• the mid-term performance targets 2013 as well as
financial scenarios for 2012 and beyond
• the system of internal business controls and risk
management
• legal proceedings, including antitrust proceedings
• the EUR 800 million cost-savings program which forms
part of the Accelerate! program
• the governance and financial position of Philips’ major
pension funds
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, 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 reappointed for two
additional four-year terms.
All members of the Supervisory Board completed a
questionnaire to verify compliance in 2011 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, its committees 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 2010, 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 and Executive
Committee was discussed.