Philips 2014 Annual Report Download - page 83

Supervisory Board report 10
Annual Report 2014 83
Changes and re-appointments Supervisory
Board 2015
• It is proposed to re-appoint Kees van Lede, Heino
von Prondzynski and Jackson Tai as members of
the Supervisory Board.
(Appointment subject to approval by the General Meeting of Shareholders.)
Changes Management 2014
• Denise Haylor was appointed as Chief Human
Resources Ocer.
• Marnix van Ginneken was appointed as Chief Legal
Ocer.
• Deborah DiSanzo left the company.
Board of Management 2015
• It is proposed to re-appoint Frans van Houten, Ron
Wirahadiraksa and Pieter Nota as members of the
Board of Management.
10.1 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 Christine Poon and Heino von
Prondzynski. James Schiro was also a member of the
Committee until he stepped down in July 2014.
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 2014, the Committee devoted time on the
appointment or reappointment of candidates to fill
current and future vacancies on the Board of
Management, Executive Committee and Supervisory
Board. The Committee consulted with the CEO and
other members of the Board of Management. Following
those consultations it prepared decisions and advised
the Supervisory Board on the candidates for
appointment. This resulted in the proposed re-
appointment at the upcoming 2015 Annual General
Meeting of Shareholders of members of the Board of
Management and Supervisory Board, as explained in
chapter 10, Supervisory Board report, of this Annual
Report. In 2014 this also resulted in the appointment of
Denise Haylor as Chief Human Resources Ocer and
Marnix van Ginneken as Chief Legal Ocer. As it does
each year, the Committee discussed succession
planning for Executive Committee members. The
Committee also discussed the departure of Deborah
DiSanzo. The Committee has also started to consider
the implications of the Company into two companies
for governance, succession and talent development.
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. Finally, the Committee discussed
possible agenda items for the upcoming 2015 Annual
General Meeting of Shareholders.
10.2 Report of the Remuneration
Committee
Introduction
The Remuneration Committee is chaired per
September 1, 2014, by Heino von Prondzynski, who took
over the chairmanship from James Schiro. Its other
members are Jeroen van der Veer, Ewald Kist and
Christine Poon. The Committee is responsible for
preparing decisions of the Supervisory Board on the
remuneration of individual members of the Board of
Management and the Executive Committee. In
performing its duties and responsibilities the
Remuneration Committee is assisted by an external
consultant and in-house remuneration expert acting on
the basis of a protocol which ensures that he acts on
the instructions of the Remuneration Committee.
Currently, no member of the Remuneration Committee
is a member of the management board of another listed
company. In line with applicable statutory and other
regulations, this report focuses on the employment and
remuneration of the members of the Board of
Management.
10.2.1 Remuneration policy
The objective of the remuneration policy for members
of the Board of Management, as adopted by the
General Meeting of Shareholders, is in line with that for
executives throughout the Philips Group: to attract,
motivate and retain qualied senior executives of the
highest caliber with an international mindset and the
background essential for the successful leadership and
eective management of a large global company. The
Board of Management remuneration policy is