Philips 2012 Annual Report Download - page 101

10 Supervisory Board report 10.1 - 10.1
Annual Report 2012 101
10.1 Report of the
Corporate
Governance and
Nomination &
Selection
Committee
The Corporate Governance and Nomination & Selection
Committee, currently consisting of three members,
reviews the corporate governance principles applicable to
the Company and the selection criteria and appointment
procedures for the Board of Management, Executive
Committee as well as the Supervisory Board. The
Committee then advises the full Supervisory Board
thereon. Furthermore, it supervises the policy on the
selection criteria and appointment procedures for Philips’
senior management.
In 2012, the Committee consulted with the President/
CEO and other members of the Board of Management on
the appointment or reappointment of candidates to fill
current and future vacancies on the Board of
Management, Executive Committee and Supervisory
Board. Following which it prepared decisions and advised
the Supervisory Board on the candidates for appointment.
The Company pursues a policy to appoint a well-
balanced mix of women and men to its Board of
Management, Executive Committee and Supervisory
Board. Moreover, new Dutch legislation, effective per
January 1, 2013, requires companies to pursue a policy of
having at least 30% of the seats on the board of
management and supervisory board held by men and at
least 30% of the seats held by women. This rule will cease
to have effect on January 1, 2016.
The Supervisory Board believes it is making good progress
in implementing this policy as evidenced by recent new
appointments to the Executive Committee and
Supervisory Board. It, however, notes that various
pragmatic reasons – such as the other relevant selection
criteria – play a complicating role in fully achieving the set
targets at the short term.
The Supervisory Board strives to continue this trend and
give appropriate weight to its diversity policy in the
nomination and appointment process on future vacancies
also at the level of the Board of Management, while taking
into account the overall profile and selection criteria for
appointments of suitable candidates to the Board of
Management, Executive Committee and Supervisory
Board.
The Committee devoted specific attention to identifying
a suitable candidate matching the profile of the
Supervisory Board. Subsequently, the Nomination &
Selection Committee reviewed and approved the
nomination of Neelam Dhawan as member of the
Supervisory Board. The Committee also devoted specific
attention to identifying suitable candidates for the position
of CEO Lighting and CEO Healthcare.
In addition, the Committee reviewed the succession plans
for top 70 positions and emergency candidates for key
roles in the company.
The Committee further discussed developments in the
area of corporate governance and relevant legislative
changes, including the newly adopted Dutch Bill on
Management and Supervision effective January 1, 2013 and
the Dutch Bill on Corporate Governance which is
expected to enter into force on July 1, 2013. It also
discussed possible agenda items for the upcoming 2013
General Meeting of Shareholders.