Philips 2014 Annual Report Download - page 102

Corporate governance 11.5
102 Annual Report 2014
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 on persons holding certain interests 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. The statutory 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 January 3, 2014 the Company received notification
from the AFM that it had received disclosure under the
Dutch Act on Financial Supervision of a substantial
holding of 3.08% by Norges Bank. On May 9, 2014 the
Company received notification from the AFM that it had
received disclosure under such Act of a substantial
holding of 3.02% by Harris Associates L.P. On February
3, 2015 the Company received notication from the
AFM that it had received disclosure under such Act of a
substantial holding of 3% by State Street Corporation.
As per December 31, 2014, approximately 90% of the
common shares were held in bearer form and
approximately 10% of the common shares were
represented by registered shares of New York Registry
issued in the name of approximately 1,167 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 oce
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
Philips 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 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 24, 2015