Binding Recommendations

Similar documents
Binding recommendations

6. Remuneration Board of Management Proposal to amend the remuneration policy for the Board of Management

MASTERCARD INC FORM 8-K. (Current report filing) Filed 09/11/08 for the Period Ending 09/09/08

Board Committee(s) served on: Remuneration Committee (Member); Nominating Committee (Member); Board Safety Committee (Member)

The Board of Managing Directors Responsibilities

A N N U A L G E N E R A L M E E T I N G

Vantiv, now Worldpay Investor Relations

Zwolle, 11 April 2019 Supervisory Board and Board of Management

<Proposal> Item Election of 13 Directors due to expiration of the term of office of all Directors

BOARD OF DIRECTORS. 6. dato mohammed bin haji Che hussein Independent Director (with effect from 1 January 2009) 10. mr olivier lim Tse ghow Director

SOLOMON SYSTECH (INTERNATIONAL) LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 2878)

Biographies of Directors and Senior Management

Our Leadership Team. Ed Peter, Chairman

Directors and Senior Management

Board of Directors Mr. Rashesh Shah, Chairman (Non-executive Director) Mr. Deepak Mittal, Non-executive Director

Directors and Senior Management

Brief Resumes of the Directors on the Central Board as on 30 th June 2018

Dr. Eberhard Bessey. Daimler AG Group Research and Advanced Engineering (GR&AE)

Ralph Haupter Corporate Vice President; Chairman & CEO, Greater China Microsoft

Virgin Money Holdings (UK) plc

Brief Resumes of the Directors on the Central Board as on 14 th September Executive Directors -

BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES

ANNUAL GENERAL MEETING OF SHAREHOLDERS AFFIMED N.V.

4.1 Appointment of Mr Emilio Saracho Rodríguez de Torres, as executive director.

AkzoNobel shareholders support separation of Specialty Chemicals business. New CFO and three Supervisory Board members gain shareholder approval

Presentation of proposed new management team. Lisbon, 4 December 2007

Explanatory Notes. AGENDA ITEM 1 Opening remarks. Opening remarks by the Chairman of the AGM. AGENDA ITEM 2 Discussion of the Annual Report 2016

Fortis to acquire strategic stake in Parkway Holdings, Singapore

APPOINTMENT OF CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS AND APPOINTMENT OF CHAIRMAN OF THE SUPERVISORY COMMITTEE

ASX Group Clearing and Settlement Boards

Michael George William Barclay Independent Director Member, Audit and Risk Committee

Biographical Details of Directors, Supervisors and Senior Management

Personnel Change in the Directors and Executive Officers

3 GOVERNANCE 3.2 SUPERVISORY BOARD. F.J.G.M. Cremers (Chairman) (Dutch, 1952) Function: Chairman

APPOINTMENT OF ALTERNATE DIRECTORS AND RE-DESIGNATION OF DIRECTOR

Announcement on the Resolutions of the Meeting of the Board of Directors (28 August 2015)

EXPLANATION TO THE AGENDA

IASB BIOGRAPHIES. BOARD MEMBERS (Participating in the IASB European Roadshows 2005)

Vivendi s Shareholders Meeting, held today in Paris, approved at close to 90% all 18 proposed resolutions with a quorum of 57.44%.

Board of Directors. Michael George William Barclay. Independent Director. Tsang Yam Pui Chairman and Non-Executive Director

DIRECTORS, SENIOR MANAGEMENT AND STAFF

DIRECTORS, SENIOR MANAGEMENT AND STAFF

INDUSTRY REPORT for. Thomson Reuters Corporation

PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISORS

AGENDA. 3. Increase of the size of the Board from 9 to 11 members;

PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS FOR THE FORTHCOMING SESSION

RONSON EUROPE N.V. SHAREHOLDERS CIRCULAR DATED 25 MARCH 2010

RONSON EUROPE N.V. SHAREHOLDERS CIRCULAR DATED 25 SEPTEMBER 2008

Nord Gold N.V. Annual General Meeting of Shareholders 2013

BIOGRAPHICAL DETAILS OF DIRECTORS, COMPANY SECRETARY AND QUALIFIED ACCOUNTANT

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPOINTMENT AND RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

CHANGES TO BOARD COMPOSITION

Group Senior Management

CHANGES TO BOARD COMPOSITION AND ITS COMMITTEES

Candidates for Supervisory Board submitted by Shareholder CITIBANK OVERSEAS INVESTMENT CORPORATION

SingPost announces new Chairman

PRAKASH C. DESAI. B Com, B Compt. (Hons.), Chartered Accountant. (S.A.)

Agenda for the Annual General Meeting of Shareholders 2014 of NXP Semiconductors N.V.

ALIBABA.COM LIMITED 阿里巴巴網絡有限公司

CHANGE IN DIRECTORS AND OTHER POSITIONS

AGENDA. 2. Annual Report 2007 and Annual Accounts 2007: Proposal to adopt the Annual Accounts 2007

Biographical Details of Directors & Senior Management

Notice of Change of Representative Director, Directors and Audit & Supervisory Board Members

Virgin Money plc. Appointed March 2018 (Board) April 2018 (Chair) Appointed January Chair

Bob McDonald. Bob has focused P&G on winning with consumers where it matters most with products that improve their lives every day.

Koen Dejonckheere. Professional experience. Board Memberships. Education

DIRECTORS AND SENIOR MANAGEMENT

Extraordinary General Meeting NN Group N.V.

Elections to the Board of Directors

FINANCING GROWTH AND DEVELOPMENT IN EMERGING MARKETS

Bob McDonald. Position Held & Dates. Chairman of the Board President and Chief Executive Officer, P&G. Residence Cincinnati, Ohio, USA

Enhancing Audit Quality and Transparency Supplement Additional information required by Article 13 of EU Regulation 537/2014

CANDIDATES FOR ELECTION TO THE 2018 COUNCIL

Company name Coca-Cola Bottlers Japan Holdings Inc. Representative Representative Director & President. Executive Officer & Head of Legal

Amadeus IT Holding, S.A. Justification Report from the Board of Directors on the renewal of external Directors

CORPORATE GOVERNANCE STATEMENT

The Board is comprised of five members, three of whom are independent directors i.e. Mr Tan Cheng Han, Ms Ooi Chee Kar and Mr Rolf Gerber.

For deliberation of Agenda item 5 : To consider and approve the appointment of directors in place of those due to complete their term in 2016

Biographical Details of Directors and Senior Management

Sub: Outcome of the Board Meeting Changes in the Directors, Key Managerial Personnel and Compliance Officer

GLOBAL ASSET TRUSTEE (M) BERHAD (Company No.:439917K)

Peter Shaw, Chief Executive

Agenda and Explanatory Notes of the Annual General Meeting of Shareholders of AMG Advanced Metallurgical Group N.V.

Nord Gold N.V. Annual General Meeting of Shareholders 2015

Dean A. Connor. President & Chief Executive Officer, Sun Life Financial

Supervisory Board of Deutsche Börse Aktiengesellschaft 2018

BOARD OF DIRECTORS. LIM HO KEE, 71 Chairman Non-Executive, Independent Director

Dear Shareholders, * * *

NORTH ATLANTIC DRILLING LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS SEPTEMBER 23, 2016

Law Degree, Lund University. Business Administration, Lund School of Economics.

SEADRILL LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS SEPTEMBER 23, 2016

Appointment and Resignation of Australia-based, Independent Non-executive Directors

SEADRILL LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS SEPTEMBER 18, 2015

From 1991 and 1995 he held various posts at Radisson Edwardian Hotels and Hilton International Hotels.

HAROLD H. MacKAY, O.C., S.O.M., Q.C.

Attachment 6. Brief Profile of Person Nominated to be the Company s Directors. Nominated for Director. 1. Police General Chaktip Chaijinda.

Biographies of directors. Mr. Wu Yijian

Transcription:

President and Chairman of the Board of Management Members of the Board of Management Members of the Supervisory Board In relation to the General Meeting of Shareholders of Koninklijke Philips Electronics N.V. ( Royal Philips Electronics ) To be held on March 31, 2011

2 Binding recommendation President and Chairman of the Board of Management In accordance with article 10, paragraph 2 of the Articles of Association of Koninklijke Philips Electronics N.V. (the Company ), the Supervisory Board has drawn-up the following binding recommendation of nominees for the position as President and Chairman of the Board of Management of the Company, the first nominated being proposed for appointment by the General Meeting of Shareholders of the Company to be held on March 31, 2011: Nomination Mr F.A. van Houten 1. Frans van Houten, 1960, Dutch Member of the Group Management Committee since October 1, 2010. Mr Van Houten started his career with the company in 1986 in marketing and sales at Philips Data Systems and held several leadership positions within the company. He became CEO of Airvision, an in-flight entertainment startup in the United States in 1992, and was appointed vice president international sales and operations of Philips Kommunikations Industrie in Germany in 1993. In 1996 Mr Van Houten joined Philips Consumer Electronics division for which he led the region Asia Pacific, Middle East and Africa, based in Singapore. In 2002, he became co-ceo of the Consumer Electronics division and was appointed member of Philips Group Management Committee in 2003. In 2004, Mr Van Houten was appointed CEO of Philips Semiconductors and in 2006 joined Philips Board of Management until the spin out and creation of NXP Semiconductors in September of that year. From 2006 up to 2009, Mr Van Houten was President/Chief Executive Officer of NXP. Thereafter, Mr Van Houten has led the project to separate ING Group s banking and insurance operations as an advisor to ING s management board. Mr Van Houten was born in the Netherlands in 1960 and holds a Masters degree in Economics and Business Management from the Erasmus University in Rotterdam, The Netherlands. 2. Ron Wirahadiraksa, 1960, Dutch Executive Vice President and Chief Financial Officer of Philips Healthcare

3 Binding recommendations members of the Board of Management In accordance with article 10, paragraph 2 of the Articles of Association of Koninklijke Philips Electronics N.V. (the Company ), the Supervisory Board has drawn-up the following binding recommendations of nominees for the position of member of the Board of Management of the Company, the first nominated being proposed for appointment by the General Meeting of Shareholders of the Company to be held on March 31, 2011: Nomination Mr R.H. Wirahadiraksa 1. Ron Wirahadiraksa, 1960, Dutch Executive Vice President and Chief Financial Officer of Philips Healthcare Mr Wirahadiraksa joined Philips in 1987. After working in the Netherlands, Greece, Malaysia and the U.S., he became Chief Financial Officer at LG.Philips LCD in South Korea in 1999. At that venture, as President and Chief Financial Officer he shared operating leadership as Joint Representative Director with the Korean CEO. He led the 2004 Initial Public Offering of LG.Philips LCD on the Seoul and New York Stock Exchanges and other major funding transactions as well as handled several multi-billion dollar capital expenditure projects. Mr Wirahadiraksa became Chief Financial Officer at Philips Healthcare in 2008. Mr Wirahadiraksa graduated with a Doctoral in Business Economics from The Free University of Amsterdam, the Netherlands. He also graduated as a Certified Registered Controller. The proposal to appoint Mr Wirahadiraksa as member of the Board of Management is made in connection with the succession of Mr Sivignon as Chief Financial Officer. 2. Mr P.A.J. Nota, 1964, Dutch Nomination Mr P.A.J. Nota 1. Pieter Nota, 1964, Dutch Member of the Group Management Committee since August 1, 2010 and Chief Executive Officer of Philips Consumer Lifestyle, since September 1, 2010. Mr Nota started his career at Unilever in the Netherlands, as a Brand Manager, in 1990. After becoming a Product Group Manager and National Account Manager, he became the Marketing Manager Innovations Europe for Unilever in the United Kingdom in 1996. From 1998-2002 he was the Marketing Director and Member of the Executive Board, of Unilever Poland, and from 2002-2005 he was the Marketing Director and Member of the Executive Board, of Unilever Germany. From 2005 to mid 2010 he was Executive Board Member and Chief Marketing & Innovation Officer of Beiersdorf AG, and was responsible for global Marketing, R&D and Sales, including a significant regional P&L responsibility. Mr Nota was born in the Netherlands in 1964 and holds a degree in Business Administration. 2. Mr E.P. Coutinho, 1951, Dutch Eric Coutinho is Member of the Group Management Committee, Secretary to the Board of Management and Chief Legal Officer.

4 Binding recommendations members of the Supervisory Board In accordance with Article 19, paragraph 2 of the Articles of Association of the Company, the Supervisory Board has drawn-up the following binding recommendations of nominees for the position of member of the Supervisory Board of the Company, the first nominated being proposed for appointment by the General Meeting of Shareholders of the Company to be held on March 31, 2011. Nomination Mr C.J.A. van Lede 1. Mr Van Lede was born in 1942 and has Dutch nationality. He has been a member of the Supervisory Board since 2003. Mr Van Lede is Chairman of the Supervisory Board of Heineken, executive member of the Boards of AirFrance/KLM, Sara Lee Corporation, Air Liquide and Senior Advisor of JP Morgan Plc. In view of the business and management experience of Mr Van Lede, and the way he fulfils his role as a member of the Supervisory Board and as chairman of the Remuneration Committee, the Supervisory Board proposes to re-appoint Mr Van Lede. As per December 31, 2010, Mr C.J.A. van Lede does not hold any shares in the Company. 2. Mr J.M.Thompson Nomination Mr J.M.Thompson 1. Mr Thompson was born in 1942 and has Canadian nationality. He has been a member of the Supervisory Board since 2003. Mr Thompson is Chairman of the Board of Toronto Dominion Bank and a Director of Thomson Corporation. In view of the experience in Anglo-American industry and financial institutions of Mr Thompson, and the way he fulfils his role as a member of the Supervisory Board and the Remuneration Committee and the Corporate Governance and Nomination & Selection Committee, the Supervisory Board proposes to re-appoint Mr Thompson. As per December 31, 2010, Mr J.M.Thompson holds 1,000 shares in the Company. 2. Mr H. von Prondzynski Nomination Mr H. von Prondzynski 1. Mr Von Prondzynski was born in 1949 and has German nationality. He has been a member of Supervisory Board since 2007. Mr Von Prondzynski is currently member of the Supervisory Board of Qiagen, independent director with Hospira, Inc., and Chairman and non-exective Member of the Board of Directors of Nobel Biocare Holding AG and HTL Strefa. In view of the experience in the medical business of Mr Von Prondzynski, and the way he fulfils his role as a member of the Supervisory Board and the Audit Committee, the Supervisory Board proposes to re-appoint Mr Von Prondzynski. As per December 31, 2010, Mr H. von Prondzynski holds 3,010 shares in the Company. 2. Mr J.P. Tai Nomination Mr J.P. Tai 1. Mr Tai was born in 1950 and has American nationality. Mr Tai is at present member of the Board of Directors of NYSE Euronext, MasterCard Incorporated, CapitaLand Ltd., Cassis International Pte. Ltd. and Brookstone Inc. (chairman).

5 Mr Tai is active in a number of professional, international and civic organizations in Singapore and the United States. These activities include: member of the Bloomberg Asia Pacific Advisory Board and member of the Harvard Business School Asia Pacific Advisory Board. Mr Tai is former vice-chairman and CEO of DBS Group Holdings Ltd. and former managing director in the Investment Banking Division of J.P. Morgan & Co. In view of his knowledge and experience in financial and economic aspects of international businesses, the Supervisory Board proposes to appoint Mr Tai as a member of the Supervisory Board. As per December 31, 2010, Mr J.P. Tai does not hold any shares in the Company. 2. Mr M.J.G.C. Raaijmakers Mr Raaijmakers was born in 1944 and has the Dutch nationality. He is professor emeritus in Corporate Law of Tilburg University. He is former Legal Advisor of the Company. As per December 31, 2010 Mr M.J.G.C. Raaijmakers does not hold any shares in the Company. February 2011