Philips 2012 Annual Report Download - page 115

11 Corporate governance 11.5 - 11.5
Annual Report 2012 115
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 percent (as a result of an acquisition or disposal
by a person, or as a result of a change in the company’s total number
of voting rights or capital issued). Such disclosure must be made to the
Netherlands Authority for the Financial Markets (AFM) without delay.
The AFM then notifies the Company. As of January 1, 2012, certain cash
settled derivatives are also taken into account when calculating the
capital interest. New Dutch legislation has been adopted and is
expected to enter into force as per July 1, 2013, introducing an initial
threshold of 3 percent.
On November 27, 2012 the Company received notification from the
AFM that it had received disclosures under the Dutch Act on Financial
Supervision of a substantial holding of 5.02% (representing 47,683,639
shares) by BlackRock, Inc. As per December 31, 2012, 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 1,252 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 and 2012 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.
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 25, 2013