Philips 2015 Annual Report Download - page 101

Corporate governance 11.4
Annual Report 2015 101
the engagement is expected to exceed pre-approved
cost levels or budgeted amounts will also require
specific pre-approval. The term of any annual pre-
approval is 12 months from the date of the pre-approval
unless the Audit Committee states otherwise. During
2015, there were no services provided to the Company
by the external auditor which were not pre-approved
by the Audit Committee.
11.5 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.
From time to time the Company communicates with
investors via road shows, broker conferences and a
Capital Markets Day, announced in advance on the
Company’s website. 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 take place either
at the initiative of the Company or at the initiative of
investors. The Company is generally represented by its
Investor Relations department during these
interactions, however, on a limited number of occasions
the Investor Relations department is accompanied by
one or more members of the senior management. The
subject matter of the bilateral communications ranges
from individual queries from investors to more
elaborate discussions following 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 June 23, 2015 the Company received notication
from the AFM that it had received disclosure under the
Dutch Act on Financial Supervision of 4.97% of the
voting rights by Dodge & Cox. On July 24, 2015 the
Company received notication from the AFM that it had
received disclosure under such Act of a substantial
holding of 4.06%, and of 5% of the voting rights by
Blackrock, Inc. On January 7, 2016 the Company
received notication from the AFM that it had received
disclosure under such Act of a substantial holding (and
voting rights) of 4.99% by Harris Associates L.P. As per
December 31, 2015, 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 1,124 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