Philips 2015 Annual Report Download - page 80

Supervisory Board report 10
80 Annual Report 2015
Supervisory Board committees
The Supervisory Board has assigned certain of its tasks
to the three long-standing committees, also referred to
in the Dutch Corporate Governance Code: the
Corporate Governance and Nomination & Selection
Committee, the Remuneration Committee and the
Audit Committee. The separate reports of these
committees are part of this Supervisory Board report
and are published below. As explained below, the
Supervisory Board additionally established the
Separation Committee and the Quality & Regulatory
Committee in 2015. The function of all of the Board’s
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.
Separation Committee
We have established the Separation Committee
following the Company’s decision to establish two
standalone companies focused on the HealthTech and
Lighting opportunities respectively. The Separation
Committee assists the Supervisory Board in its oversight
responsibilities relating to the implementation of this
decision. Its members are Jeroen van der Veer and
Jackson Tai, chaired by Kees van Lede. The Separation
Committee met 5 times in 2015. The Separation
Committee reviewed the details of the separation
across all Lighting businesses and Markets, and
discussed the separation of items including intellectual
property (including use of the Philips brand),
information technology infrastructure, real estate and
legacy liabilities. The allocation of employees between
Royal Philips and Philips Lighting was also reviewed.
The Separation Committee reported to the full
Supervisory Board that it was impressed by the high
standard of professionalism and eciency displayed by
the Management throughout the year and commends
the Company on a well planned and executed
separation.
Quality & Regulatory Committee
We have established the Quality and Regulatory
Committee in view of the continued relevance of the
quality of the Company’s products, systems, services
and software and the development, testing,
manufacturing, marketing and servicing thereof, and
regulatory requirements relating thereto. The Q&R
Committee assists the Supervisory Board in fullling its
oversight responsibilities in this area, whilst recognizing
that the Audit Committee assists the Supervisory Board
in the oversight of other areas of regulatory, compliance
and legal matters. Its members are Heino von
Prondzynski, David Pyott and Jackson Tai, chaired by
Christine Poon. The Q&R Committee met 5 times in
2015. In each meeting, the Q&R Committee reviewed
material developments, the quality and regulatory
dashboards, which display key performance indicators
for business groups and markets, the status of ongoing
internal and external audits and any remediation
actions underway or completed. In addition, the Q&R
Committee reviewed the roadmap to simplify the
Company’s supplier base, the talent and succession
planning in the Quality & Regulatory function and the
training and education eorts around Quality &
Regulatory matters being implemented in the
Company. Members of the Q&R Committee visited sites
and reviewed quality systems in the United States and
the Netherlands.
Supervisory Board remuneration
The agenda for the upcoming 2016 Annual General
Meeting of Shareholders will include a proposal to
determine the remuneration of the members of the
Quality & Regulatory Committee of the Supervisory
Board which will be in line with the remuneration of the
members of the Separation Committee as approved at
the 2015 Annual General Meeting.
Financial Statements 2015
The financial statements of the company for 2015, 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
2015 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 740 million), in cash or in
shares at the option of the shareholder, against the net
income for 2015 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 23, 2016
The Supervisory Board
Jeroen van der Veer
Christine Poon
Neelam Dhawan
Orit Gadiesh
Ewald Kist
Kees van Lede
David Pyott
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