Philips 2015 Annual Report Download - page 98

Corporate governance 11.3
98 Annual Report 2015
Meeting of Shareholders. This includes resolutions to
(a) transfer the business of the Company, or almost the
entire business of the Company, to a third-party (b)
enter into or discontinue long-term cooperation by the
Company or a subsidiary with another legal entity or
company or as a fully liable partner in a limited
partnership or ordinary partnership, if this cooperation
or its discontinuation is of material significance to the
Company or (c) acquire or dispose of a participating
interest in the capital of a company to the value of at
least one-third of the amount of the assets according
to the balance sheet and notes thereto or, if the
Company prepares a consolidated balance sheet,
according to the consolidated balance sheet and notes
thereto as published in the last adopted annual
accounts of the Company, by the Company or one of its
subsidiaries. Thus the Company applies principle IV.1 of
the Dutch Corporate Governance Code within the
framework of the Articles of Association and Dutch law
and in the manner as described in this corporate
governance report.
The Board of Management and Supervisory Board are
also accountable, at the Annual General Meeting of
Shareholders, for the policy on the additions to reserves
and dividends (the level and purpose of the additions
to reserves, the amount of the dividend and the type of
dividend). This subject is dealt with and explained as a
separate agenda item at the Annual General Meeting of
Shareholders. A resolution to pay a dividend is dealt
with as a separate agenda item at the General Meeting
of Shareholders.
The Board of Management and the Supervisory Board
are required to provide the General Meeting of
Shareholders with all requested information, unless this
would be prejudicial to an overriding interest of the
Company. If the Board of Management and the
Supervisory Board invoke an overriding interest in
refusing to provide information, reasons must be given.
If a serious private bid is made for a business unit or a
participating interest and the value of the bid exceeds
a certain threshold (currently one-third of the amount
of the assets according to the balance sheet and notes
thereto or, if the Company prepares a consolidated
balance sheet, according to the consolidated balance
sheet and notes thereto as published in the last
adopted annual accounts of the Company), and such
bid is made public, the Board of Management shall, at
its earliest convenience, make public its position on the
bid and the reasons for this position.
A resolution to dissolve the Company or change its
Articles of Association can be adopted at a General
Meeting of Shareholders by at least three-fourths of the
votes cast, at which meeting more than half of the
issued share capital is represented. If the requisite share
capital is not represented, a further meeting shall be
convened, to be held within eight weeks of the first
meeting, to which no quorum requirement applies.
Furthermore, the resolution requires the approval of the
Supervisory Board. If the resolution is proposed by the
Board of Management, the adoption needs an absolute
majority of votes and no quorum requirement applies
to the meeting.
Repurchase and issue of (rights to) shares
At the 2015 Annual General Meeting of Shareholders it
was resolved to authorize the Board of Management,
subject to the approval of the Supervisory Board, to
acquire shares in the Company within the limits of the
Articles of Association and within a certain price range
up to and including November 6, 2016. The maximum
number of shares the company may hold, will not
exceed 10% of the issued share capital as of May 7, 2015,
which number may be increased by 10% of the issued
capital as of that same date in connection with the
execution of share repurchase programs for capital
reduction programs.
In addition, at the 2015 Annual General Meeting of
Shareholders it was resolved to authorize the Board of
Management, subject to the approval of the
Supervisory Board, to issue shares or grant rights to
acquire shares in the Company as well as to restrict or
exclude the pre-emption right accruing to shareholders
up to and including November 6, 2016. This
authorization is limited to a maximum of 10% of the
number of shares issued as of May 7, 2015 plus 10% of
the issued capital in connection with or on the occasion
of mergers, acquisitions and/or strategic alliances.
11.4 Meeting logistics and other
information
Introduction
Pursuant to Dutch law, the record date for the exercise
of the voting rights and the rights relating to General
Meetings of Shareholders is set at the 28th day prior to
the day of the meeting. Shareholders registered at such
date are entitled to attend the meeting and to exercise
the other shareholder rights (in the meeting in question)
notwithstanding subsequent sale of their shares
thereafter. This date will be published in advance of
every General Meeting of Shareholders.
Information which is required to be published or
deposited pursuant to the provisions of company law
and securities law applicable to the Company and
which is relevant to the shareholders, is placed and
updated on the Company’s website, or hyperlinks are
established. The Board of Management and
Supervisory Board shall ensure that the General
Meeting of Shareholders is informed of facts and
circumstances relevant to proposed resolutions in
explanatory notes to the agenda and, if deemed
appropriate, by means of a ‘shareholders circular’
published on the Company’s website.
Resolutions adopted at a General Meeting of
Shareholders shall be recorded by a civil law notary and
co-signed by the chairman of the meeting; such