Philips 2015 Annual Report Download - page 99

Corporate governance 11.4
Annual Report 2015 99
resolutions shall also be published on the Company’s
website within 15 days after the meeting. A draft
summary of the discussions during the General Meeting
of Shareholders, in the language of the meeting, is
made available to shareholders, on request, no later
than three months after the meeting. Shareholders shall
have the opportunity to respond to this summary for
three months, after which a final summary is adopted
by the chairman of the meeting in question. Such final
summary shall be made available on the Company’s
website.
Registration, attending meetings and proxy
voting
Holders of common shares who wish to exercise the
rights attached to their shares in respect of a General
Meeting of Shareholders, are required to register for
such meeting. Shareholders may attend a General
Meeting of Shareholders in person, or may grant a
power of attorney to a third-party to attend the meeting
and to vote on their behalf. Holders of common shares
in bearer form will also be able to give voting
instructions via Internet (assuming the agenda for such
meeting includes voting items). In addition, the
Company will distribute a voting instruction form for a
General Meeting of Shareholders. By giving voting
instructions via Internet or by returning the form,
shareholders grant power to an independent proxy
holder who will vote according to the instructions
expressly given on the voting instruction form. Also
other persons entitled to vote shall be given the
possibility to give voting proxies or instructions to an
independent third-party prior to the meeting. Details
on the registration for meetings, attending and proxy
voting will be included in the notice convening a
General Meeting of Shareholders.
Preference shares and the Stichting Preferente
Aandelen Philips
As a means to protect the Company and its
stakeholders against an unsolicited attempt to obtain
(de facto) control of the Company, the General Meeting
of Shareholders in 1989 adopted amendments to the
Company’s Articles of Association that allow the Board
of Management and the Supervisory Board to issue
(rights to) preference shares to a third-party. As a result,
the Stichting Preferente Aandelen Philips (the
Foundation) was created, which was granted the right
to acquire preference shares in the Company. The mere
notification that the Foundation wishes to exercise its
rights, should a third-party ever seem likely in the
judgment of the Foundation to obtain (de facto) control
of the Company, will result in the preference shares
being eectively issued. The Foundation may exercise
this right for as many preference shares as there are
ordinary shares in the Company outstanding at that
time. No preference shares have been issued as of
December 31, 2015. In addition, the Foundation has the
right to file a petition with the Enterprise Chamber of
the Amsterdam Court of Appeal to commence an
inquiry procedure within the meaning of section 2:344
Dutch Civil Code.
The object of the Foundation is to represent the
interests of the Company, the enterprises maintained
by the Company and its affiliated companies within the
Group, in such a way that the interests of Philips, those
enterprises and all parties involved with them are
safeguarded as eectively as possible, and that they
are aorded maximum protection against influences
which, in conflict with those interests, may undermine
the autonomy and identity of Philips and those
enterprises, and also to do anything related to the
above ends or conducive to them. In the event of (an
attempt at) a hostile takeover or other attempt to obtain
(de facto) control of the Company this arrangement will
allow the Company and its Board of Management and
Supervisory Board to determine its position in relation
to the third-party and its plans, seek alternatives and
defend Philips’ interests and those of its stakeholders
from a position of strength. The members of the self-
electing Board of the Foundation are Messrs P.A.F.W.
Elverding, M.W. den Boogert and F.J.G.M. Cremers. No
Philips board members or officers are represented on
the board of the Foundation.
The Company does not have any other anti-takeover
measures in the sense of other measures which
exclusively or almost exclusively have the purpose of
frustrating future public bids for the shares in the capital
of the Company in case no agreement is reached with
the Board of Management on such public bid.
Furthermore, the Company does not have measures
which specifically have the purpose of preventing a
bidder who has acquired 75% of the shares in the capital
of the Company from appointing or dismissing
members of the Board of Management and
subsequently amending the Articles of Association of
the Company. It should be noted that also in the event
of (an attempt at) a hostile takeover or other attempt to
obtain (de facto) control of the Company, the Board of
Management and the Supervisory Board are authorized
to exercise in the interests of Philips all powers vested
in them.
Annual nancial statements
The annual financial statements are prepared by the
Board of Management and reviewed by the
Supervisory Board upon the advice of its Audit
Committee and taking into account the report of the
external auditor. Upon approval by the Supervisory
Board, the accounts are signed by all members of both
the Board of Management and the Supervisory Board
and are published together with the opinion of the
external auditor. The Board of Management is
responsible, under the supervision of the Supervisory
Board, for the quality and completeness of such
publicly disclosed financial reports. The annual
financial statements are presented for discussion and
adoption at the Annual General Meeting of
Shareholders, to be convened subsequently. The
Company, under US securities regulations, separately