Philips is a Dutch diversified company headquartered in Amsterdam, with primary divisions in healthcare, consumer lifestyle, and lighting. Frans van Houten serves as CEO and Chairman of the Board of Management and Executive Committee. Philips follows a two-tier corporate structure, with the Board of Management accountable to an independent Supervisory Board. Key governance topics discussed include remuneration of board members, disclosure of securities transactions by board members, sustainability and ethics policies.

1. CORPORATE GOVERNANCE OF
PHILIPS
BY
S.Mamatha Himabindu

2. Philips
 It’s a dutch diversified company head
quartered in Amsterdam
 primary divisions focused in the areas of
Healthcare, Consumer Lifestyle and Lighting.
 Frans van Houten
 Chief Executive Officer
 Chairman of the Board of Management and
the Executive Committee

3. Philips Believe in
We’re on a mission
to improve the lives
of billions through
meaningful innovation Philips Excellence
shows us how we
go
from good to
great!
Our culture is
defined
by doing the right
thing

4. Management

CEO
Executive
Committee
Managers

5.  Board of Management is accountable for the
actions and decisions of the Executive
Committee
 Follows two-tier corporate structure
 Board of Management is accountable for its
performance to a separate and independent
Supervisory Board

6. Disclosure of Securities
Transactions
 members of the Supervisory Board are only
allowed to trade in Philips securities
 Members of the Executive Committee hold
shares in Philips for the purpose of long-term
investment

7. Committee Purpose
 Committee’s purpose is to ensure that the
Company implements and maintains internal
procedures
 review material developments and advise on
the Company’s disclosure obligations on a
timely basis

8. Committee Membership
 The Committee shall consist of
representatives of
 Corporate Control,
 Corporate Legal Department,
 Corporate Communications and
 Investor Relations
and any other according to the need and
changes

9. Committee Structure and
Operations
 The Board of Management shall designate
one member of the Committee as its
Chairperson and one member of the
Committee as its Secretary
 The Committee shall meet as often as
necessary to discharge its duties
 If any member of the Committee is absent
from a meeting of the Committee, the
remaining members shall have the power to
take any action necessary

10. Remuneration
 Committee ensures that a competitive
remuneration package for Board-level
executive talent is maintained.
 benchmarked with other multinational
companies operating in global markets

11. The Annual Incentive
criteria are
 the financial indicators of the Company: net
income, cash flow and comparable sales
growth, and
 team targets
 The on-target Annual Incentive percentage is
set at 60% of base salary for members of the
Board of Management
 80% of the base salary for the President/CEO

12.  Annual Incentive achievable is 120% of the
annual base salary and for the President/CEO
160% of the annual base salary

13. Supervisory Board
 The Supervisory Board, in the two-tier
corporate structure and independent body
from the Board of Management
 The Supervisory Board supervises the policies
of the executive management and the
general course of affairs of Philips and
advises the executive management

14. General Meeting of
Shareholders
 is held at least once a year to discuss the
Annual Report, includes the report of the
Board of Management, the annual financial
statements with explanatory notes thereto
and additional information required by law
 Meetings are convened by public notice, via
the Company’s website or other electronic
means of communication

15. Sustainability
 Group Strategic Focus
 Eco-vision
Social and Environmental Approach

16. Ethical Code
 Protect confidentiality of information
 Avoid conflicts of interest
 Select suppliers that comply with ethical
standards
 Report any concerns regarding compliance
with the Philips Procurement Code

17.  Thank You