Philips 2013 Annual Report Download - page 125

10 Corporate governance 10.4 - 10.5
Annual Report 2013 125
from the date of the pre-approval unless the Audit Committee states
otherwise. During 2013, there were no services provided to the Company
by the external auditor which were not pre-approved by the Audit
Committee.
10.5 Investor Relations
Introduction
The Company is continually striving to improve relations with its
shareholders. In addition to communication with its shareholders at the
Annual General Meeting of Shareholders, Philips elaborates its financial
results during (public) conference calls, which are broadly accessible. It
publishes informative annual, semi-annual and quarterly reports and
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 an obligation to disclose
(inter alia) percentage holdings in the capital and/or voting rights in the
Company when such holdings reach, exceed or fall below 3, 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). Certain cash settled derivatives
are also taken into account when calculating the capital interest. Pursuant
to new legislation, eective July 1, 2013, the obligation to disclose capital
interest does not only relate to gross long positions, but also to gross short
positions. Required disclosures must be made to the Netherlands
Authority for the Financial Markets (AFM) without delay. The AFM then
notifies such disclosures to the Company and includes them in a register
which is published on the AFM’s website. Furthermore, an obligation to
disclose (net) short positions is set out in the EU Regulation on Short
Selling.
On July 1, 2013 the Company received notification from the AFM that it had
received disclosures under the Dutch Act on Financial Supervision of a
substantial holding of 4.3% by Dodge & Cox International Stock Fund. On
August 14, 2013 the Company received notification from the AFM that it
had received disclosures under the Dutch Act on Financial Supervision of a
total shareholding of 3.01% and 3.45% of the voting rights by BlackRock
Inc. On January 3, 2014 the Company received notification from the AFM
that it had received disclosures under the Dutch Act on Financial
Supervision of a substantial holding of 3.08% by Norges Bank. As per
December 31, 2013, 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 1,218 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 oer 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 0031
(0)20 59 77 777.
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 or 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, 2014