Philips 2014 Annual Report Download - page 82

Supervisory Board report 10
82 Annual Report 2014
considering its composition and it will continue to
devote attention to this topic during 2015. The
functioning of the Supervisory Board committees was
considered to be commendable (or better) and specific
feedback will be addressed by the Chairman of each
committee with its members.
In 2015, the use of an external evaluator to measure the
functioning of the Supervisory Board may be re-
considered.
Supervisory Board committees
The Supervisory Board has assigned certain of its tasks
to three permanent committees: the Corporate
Governance and Nomination & Selection Committee,
the Remuneration Committee and the Audit
Committee. The function of the committees is to
prepare the decision-making of the full Supervisory
Board, and the committees currently have no
independent or assigned powers. The full Board retains
overall responsibility for the activities of its committees.
The separate reports of the committees are part of this
Supervisory Board report and are published below.
Supervisory Board remuneration
As the base fee for the remuneration of the Supervisory
Board was not changed since 2008, and in view of the
increased activities and responsibilities of the
Supervisory Board, the agenda for the upcoming 2015
Annual General Meeting of Shareholders will include a
proposal to determine the remuneration of the
members of the Supervisory Board and its Committees.
Composition Board of Management
The agenda for the upcoming 2015 Annual General
Meeting of Shareholders will include proposals to re-
appoint the members of the Board of Management for
an additional term of four years. The Supervisory Board
is very pleased that Messrs. Van Houten, Wirahadiraksa
and Nota remain available as members of the Board of
Management. Their re-appointment is recommended
in view of their performance and the importance of
continuity in the ongoing transformation process of the
Philips Group and the proposed separation of the
Lighting business from Royal Philips.
Financial Statements 2014
The financial statements of the company for 2014, as
presented by the Board of Management, have been
audited by KPMG Accountants N.V. as independent
external auditor appointed by the General Meeting of
Shareholders. Its reports have been included in section
13.5, Independent auditor’s report, of this Annual
Report. We have approved these financial statements,
and all individual members of the Supervisory Board
(together with the members of the Board of
Management) have signed these documents.
We recommend to shareholders that they adopt the
2014 financial statements. We likewise recommend to
shareholders that they adopt the proposal of the Board
of Management to make a distribution of EUR 0.80 per
common share (up to EUR 735 million), in cash or in
shares at the option of the shareholder, against the net
income for 2014 and retained earnings.
Finally, we would like to express our thanks to the
members of the Executive Committee and all other
employees for their continued contribution during the
year.
February 24, 2015
The Supervisory Board
Jeroen van der Veer
Christine Poon
Neelam Dhawan
Orit Gadiesh
Ewald Kist
Kees van Lede
Heino von Prondzynski
Jackson Tai
Further information
To gain a better understanding of the responsibilities of
the Supervisory Board and the internal regulations and
procedures governing for its functioning and that of its
committees, please refer to chapter 11, Corporate
governance, of this Annual Report and to the following
documents published on the company’s website:
• Articles of Association
• Rules of Procedure Supervisory Board, including the
Charters of the Board committees
• Rules of Conduct with respect to Inside Information
• (Re)appointment scheme
Changes Supervisory Board and committees
2014
• James Schiro stepped down from the Supervisory
Board shortly before he passed away.
• Christine Poon was appointed as Vice-Chairman of
the Supervisory Board.
• Heino von Pronzynski was appointed as Chairman
of the Remuneration Committee and as a member
of the Corporate Governance and Nomination &
Selection Committee.
• Orit Gadiesh was appointed as a member of the
Supervisory Board and was appointed as a member
of the Audit Committee.