Philips 2015 Annual Report Download - page 81

Supervisory Board report 10
Annual Report 2015 81
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
Changes and re-appointments
Supervisory Board and committees
2015
• Jackson Tai, Heino von Prondzynski and Kees
van Lede were re-appointed as members of the
Supervisory Board.
• David Pyott was appointed as member of the
Supervisory Board and was appointed as a
member of the Audit Committee.
• The Quality & Regulatory Committee, Chaired by
Christine Poon, and the Separation Committee,
Chaired by Kees van Lede, were established.
Changes and re-appointments
Supervisory Board 2016
• It is proposed to re-appoint Neelam Dhawan as
a member of the Supervisory Board. The term of
appointment of Ewald Kist will expire at the end
of the 2016 AGM.
Changes Management 2015
• Frans van Houten and Pieter Nota were re-
appointed as Chief Executive Ocer and
member of the Board of Management,
respectively.
• Abhijit Bhattacharya was appointed as a
member of the Board of Management and Chief
Financial Ocer.
• Ron Wirahadiraksa and Jim Andrew left the
company, Patrick Kung retired.
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.
The Committee is responsible for the review of
selection criteria and appointment procedures for the
Board of Management, the Executive Committee,
certain other key management positions, as well as the
Supervisory Board.
In 2015, the Committee met ve times and 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. In particular, the Committee discussed the
outcome of comprehensive third-party reviews of the
management of the Royal Philips and Lighting
businesses, which included an analysis of
competencies and succession planning. 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 Abhijit Bhattacharya succeeding Ron
Wirahadiraksa as CFO, including Abhijit’s appointment
as member of the Board of Management at the
Extraordinary General Meeting of Shareholders held on
December 18, 2015.
This also resulted in the proposed re-appointment at
the upcoming 2016 Annual General Meeting of
Shareholders of Neelam Dhawan as a member of the
Supervisory Board, as well as the appointment of
Christine Poon as Vice-Chairman of the Supervisory
Board. As it does each year, the Committee discussed
succession planning for Executive Committee
members. The Committee furthermore discussed the
resignation of Jim Andrew and reviewed candidates for
his successor, leading to the appointment of Jean Botti
as Philips’ new Chief Innovation & Strategy Ocer in
January 2016, as well as the retirement of Patrick Kung
and his succession by Andy Ho.
The Committee spent considerable time, also in
consultation with the Separation Committee Chairman,
reviewing the implications of the separation 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. In 2015, there was special