Philips 2013 Annual Report Download - page 110

9 Supervisory Board report 9.1 - 9.1
110 Annual Report 2013
9.1 Report of the
Corporate
Governance and
Nomination &
Selection
Committee
The Corporate Governance and Nomination & Selection
Committee is chaired by Jeroen van der Veer and its
other members are James Schiro and Christine Poon.
The Committee is responsible for the review of
selection criteria and appointment procedures for the
Board of Management, the Executive Committee, as
well as the Supervisory Board.
In 2013, the Committee consulted with the 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 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 Orit Gadiesh as member of the
Supervisory Board, who was selected from a shortlist of
suitable candidates. The Committee also devoted
specific attention to succession planning for Executive
Committee members.
As indicated in its report above, the Supervisory Board
believes it is making good progress in implementing a
policy of gender diversity. The Committee strives to
continue this trend and give appropriate weight to the
diversity policy in the nomination and appointment
process on future vacancies, 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.
Under its responsibility for the selection criteria and
appointment procedures for Philips’ senior
management, the Committee reviewed the succession
plans for top 70 positions and emergency candidates
for key roles in the company.
With respect to corporate governance matters, the
Committee discussed relevant developments and
legislative changes. The Committee notes a number of
important legislative changes to Dutch corporate law
came into eect in 2013 and 2014. In addition there were
changes to Dutch accountancy law, new rules on
inquiry proceedings and an amendment to the
European Transparency Directive. These legislative
developments and other developments were
discussed by the Committee, as well as their potential
impact on the company’s governance. Finally, the
Committee discussed possible agenda items for the
upcoming 2014 Annual General Meeting of
Shareholders.