SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 2/20/24 Koninklijke Philips NV 20-F 12/31/23 195:33M |
Document/Exhibit Description Pages Size 1: 20-F Annual or Annual-Transition Report by a Foreign HTML 5.98M Non-Canadian Issuer 14: EX-2.B Plan of Acquisition, Reorganization, Arrangement, HTML 454K Liquidation or Succession 15: EX-4.B Instrument Defining the Rights of Security Holders HTML 72K 16: EX-4.F Instrument Defining the Rights of Security Holders HTML 149K 7: EX-8 Opinion of Counsel re: Tax Matters HTML 77K 11: EX-13.A Annual or Quarterly Report to Security Holders HTML 53K 12: EX-13.B Annual or Quarterly Report to Security Holders HTML 53K 8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 60K Awarded Compensation 9: EX-12.A Statement re: the Computation of Ratios HTML 54K 10: EX-12.B Statement re: the Computation of Ratios HTML 54K 13: EX-15.A Letter re: Unaudited Interim Financial Info HTML 50K 17: R1 Document And Entity Information HTML 121K 18: R2 Consolidated statements of income HTML 122K 19: R3 Consolidated statements of comprehensive income HTML 104K 20: R4 Consolidated balance sheets HTML 162K 21: R5 Consolidated statements of cash flows HTML 165K 22: R6 Consolidated statements of changes in equity HTML 95K 23: R7 General information to the Consolidated financial HTML 77K statements 24: R8 Information by segment and main country HTML 158K 25: R9 Discontinued operations and assets classified as HTML 82K held for sale 26: R10 Acquisitions and divestments HTML 77K 27: R11 Interests in entities HTML 68K 28: R12 Income from operations HTML 195K 29: R13 Financial income and expenses HTML 66K 30: R14 Income taxes HTML 138K 31: R15 Earnings per share HTML 76K 32: R16 Property, plant and equipment HTML 131K 33: R17 Goodwill HTML 105K 34: R18 Intangible assets excluding goodwill HTML 116K 35: R19 Other financial assets HTML 79K 36: R20 Other assets HTML 55K 37: R21 Inventories HTML 59K 38: R22 Receivables HTML 73K 39: R23 Equity HTML 123K 40: R24 Debt HTML 104K 41: R25 Provisions HTML 137K 42: R26 Post-employment benefits HTML 143K 43: R27 Accrued liabilities HTML 62K 44: R28 Other liabilities HTML 60K 45: R29 Cash flow statement supplementary information HTML 97K 46: R30 Contingencies HTML 83K 47: R31 Related-party transactions HTML 60K 48: R32 Share-based compensation HTML 122K 49: R33 Information on remuneration HTML 137K 50: R34 Fair value of financial assets and liabilities HTML 163K 51: R35 Details of treasury and other financial risks HTML 144K 52: R36 Subsequent events HTML 55K 53: R37 Material accounting policies (Policies) HTML 299K 54: R38 Information by segment and main country (Tables) HTML 153K 55: R39 Discontinued operations and assets classified as HTML 72K held for sale (Tables) 56: R40 Acquisitions and divestments (Tables) HTML 59K 57: R41 Interests in entities (Tables) HTML 56K 58: R42 Income from operations (Tables) HTML 178K 59: R43 Financial income and expenses (Tables) HTML 62K 60: R44 Income taxes (Tables) HTML 118K 61: R45 Earnings per share (Tables) HTML 73K 62: R46 Property, plant and equipment (Tables) HTML 119K 63: R47 Goodwill (Tables) HTML 86K 64: R48 Intangible assets excluding goodwill (Tables) HTML 106K 65: R49 Other financial assets (Tables) HTML 69K 66: R50 Inventories (Tables) HTML 55K 67: R51 Receivables (Tables) HTML 69K 68: R52 Equity (Tables) HTML 101K 69: R53 Debt (Tables) HTML 97K 70: R54 Provisions (Tables) HTML 115K 71: R55 Post-employment benefits (Tables) HTML 128K 72: R56 Accrued liabilities (Tables) HTML 60K 73: R57 Other liabilities (Tables) HTML 55K 74: R58 Cash flow statement supplementary information HTML 89K (Tables) 75: R59 Related-party transactions (Tables) HTML 55K 76: R60 Share-based compensation (Tables) HTML 107K 77: R61 Information on remuneration (Tables) HTML 138K 78: R62 Fair value of financial assets and liabilities HTML 156K (Tables) 79: R63 Details of treasury and other financial risks HTML 110K (Tables) 80: R64 Information by segment and main country - Text HTML 51K Details (Detail) 81: R65 Information by segment and main country - HTML 83K Information on income statements (Detail) 82: R66 Information by segment and main country - HTML 176K Reconciliation from net income to Adjusted EBITA (Detail) 83: R67 Information by segment and main country - Main HTML 84K countries (Detail) 84: R68 Discontinued operations and assets classified as HTML 94K held for sale - Text Details (Detail) 85: R69 Discontinued operations and assets classified as HTML 62K held for sale - Discontinued operations, net of income taxes (Detail) 86: R70 Discontinued operations and assets classified as HTML 78K held for sale - Results of Domestic Appliances (Detail) 87: R71 Discontinued operations and assets classified as HTML 57K held for sale - Net cash provided by (Used For) Discontinued Operations (Detail) 88: R72 Acquisitions and divestments - Text Details HTML 93K (Detail) 89: R73 Acquisitions and divestments - Opening balance HTML 86K sheet (Detail) 90: R74 Interests in entities - Text Details (Detail) HTML 94K 91: R75 Interests in entities - Interests in group HTML 76K companies (Detail) 92: R76 Income from operations - Text Details (Detail) HTML 87K 93: R77 Income from operations - Sales and costs by nature HTML 82K (Detail) 94: R78 Income from operations - Sales composition HTML 65K (Detail) 95: R79 Income from operations - Disaggregation of Sales HTML 85K per segment (Detail) 96: R80 Income from operations - Disaggregation of Sales HTML 91K per geographic area (Detail) 97: R81 Income from operations - Employee benefit expenses HTML 61K (Detail) 98: R82 Income from operations - Employees by category HTML 64K (Detail) 99: R83 Income from operations - Employees by geographical HTML 58K location (Detail) 100: R84 Income from operations - Depreciation and HTML 70K amortization (Detail) 101: R85 Income from operations - Audit and audit-related HTML 82K fees (Detail) 102: R86 Income from operations - Other business income HTML 68K (Expenses) (Detail) 103: R87 Financial income and expenses - Text Details HTML 53K (Detail) 104: R88 Financial income and expenses - Financial income HTML 86K and expenses (Detail) 105: R89 Income taxes - Text Details (Detail) HTML 85K 106: R90 Income taxes - Income tax expense (Detail) HTML 66K 107: R91 Income taxes - Current income tax expense (Detail) HTML 56K 108: R92 Income taxes - Deferred income tax expense HTML 65K (Detail) 109: R93 Income taxes - Effective income tax rate (Detail) HTML 73K 110: R94 Income taxes - Deferred tax assets and liabilities HTML 91K (Detail) 111: R95 Income taxes - Expiry years of net operating loss HTML 71K and credit carryforwards (Detail) 112: R96 Earnings per share - Text Details (Detail) HTML 54K 113: R97 Earnings per share - Earnings per share (Detail) HTML 107K 114: R98 Property, plant and equipment - Useful lives of HTML 63K property, plant and equipment (Detail) 115: R99 Property, plant and equipment - Property, plant HTML 56K and equipment (Detail) 116: R100 Property, plant and equipment - Property, plant HTML 116K and equipment - owned assets (Detail) 117: R101 Property, plant and equipment - Property, plant HTML 103K and equipment - right-of-use assets (Detail) 118: R102 Goodwill - Text Details (Detail) HTML 77K 119: R103 Goodwill - Goodwill (Detail) HTML 75K 120: R104 Goodwill - Goodwill by business (Detail) HTML 76K 121: R105 Goodwill - Key assumptions (Detail) HTML 91K 122: R106 Intangible assets excluding goodwill - Text HTML 78K Details (Detail) 123: R107 Intangible assets excluding goodwill - Expected HTML 73K useful lives of intangible assets excluding goodwill (Detail) 124: R108 Intangible assets excluding goodwill - Intangible HTML 145K assets excluding goodwill (Detail) 125: R109 Other financial assets - Text Details (Detail) HTML 59K 126: R110 Other financial assets - Other non-current HTML 86K financial assets (Detail) 127: R111 Other assets - Text Details (Detail) HTML 63K 128: R112 Inventories - Text Details (Detail) HTML 54K 129: R113 Inventories - Inventories (Detail) HTML 59K 130: R114 Receivables - Text Details (Detail) HTML 76K 131: R115 Receivables - Trade accounts receivable, net HTML 60K (Detail) 132: R116 Receivables - Aging analysis (Detail) HTML 60K 133: R117 Receivables - Allowance for accounts receivable HTML 64K (Detail) 134: R118 Equity - Text Details (Detail) HTML 196K 135: R119 Equity - Outstanding number of shares (Detail) HTML 58K 136: R120 Equity - Transactions related to share-based HTML 64K compensation plans (Detail) 137: R121 Equity - Transactions related to capital reduction HTML 64K (Detail) 138: R122 Equity - Composition of net debt and group equity HTML 72K (Detail) 139: R123 Equity - Adjusted income from continuing HTML 115K operations attributable to shareholders (Detail) 140: R124 Debt - Text Details (Detail) HTML 91K 141: R125 Debt - Long-term debt (Detail) HTML 108K 142: R126 Debt - Unsecured Bonds (Detail) HTML 111K 143: R127 Debt - Lease liabilities (Detail) HTML 75K 144: R128 Debt - Short-term debt (Detail) HTML 55K 145: R129 Provisions - Text Details (Detail) HTML 129K 146: R130 Provisions - Provisions (Detail) HTML 118K 147: R131 Provisions - Restructuring-related provisions HTML 62K (Detail) 148: R132 Provisions - Other provisions (Detail) HTML 69K 149: R133 Post-employment benefits - Text Details (Detail) HTML 96K 150: R134 Post-employment benefits - Post-employment HTML 81K benefits (Detail) 151: R135 Post-employment benefits - Classification net HTML 64K position (Detail) 152: R136 Post-employment benefits - Pre-tax costs for HTML 64K post-employment benefits (Detail) 153: R137 Post-employment benefits - Defined benefit HTML 83K obligations (Detail) 154: R138 Post-employment benefits - Plan assets (Detail) HTML 73K 155: R139 Post-employment benefits - Plan assets allocation HTML 66K (Detail) 156: R140 Post-employment benefits - Assumptions used for HTML 65K defined benefit obligations (Detail) 157: R141 Post-employment benefits - Sensitivity of key HTML 66K assumptions (Detail) 158: R142 Accrued liabilities - Accrued liabilities (Detail) HTML 76K 159: R143 Other liabilities - Text Details (Detail) HTML 60K 160: R144 Other liabilities - Other current liabilities HTML 57K (Detail) 161: R145 Cash flow statement supplementary information - HTML 62K Text Details (Detail) 162: R146 Cash flow statement supplementary information - HTML 132K Reconciliation of liabilities arising from financing activities (Detail) 163: R147 Contingencies - Text Details (Detail) HTML 70K 164: R148 Related-party transactions - Text Details (Detail) HTML 70K 165: R149 Related-party transactions - Related-party HTML 59K transactions (Detail) 166: R150 Share-based compensation - Text Details (Detail) HTML 128K 167: R151 Share-based compensation - Performance shares HTML 98K (Detail) 168: R152 Share-based compensation - Restricted shares HTML 96K (Detail) 169: R153 Share-based compensation - Black-Scholes-Merton HTML 74K option pricing model inputs (Detail) 170: R154 Share-based compensation - Options on HTML 65K EUR-denominated listed share (Detail) 171: R155 Share-based compensation - Options on HTML 66K USD-denominated listed share (Detail) 172: R156 Share-based compensation - Outstanding options HTML 77K (Detail) 173: R157 Information on remuneration - Text Details HTML 68K (Detail) 174: R158 Information on remuneration - Remuneration costs HTML 74K of the Executive Committee (Detail) 175: R159 Information on remuneration - Remuneration costs HTML 108K of individual members of the Board of Management (Detail) 176: R160 Information on remuneration - Accumulated annual HTML 62K pension entitlements and pension-related costs (Detail) 177: R161 Information on remuneration - Remuneration of the HTML 139K Supervisory Board (Detail) 178: R162 Information on remuneration - Shares held by Board HTML 76K members (Detail) 179: R163 Fair value of financial assets and liabilities - HTML 166K Fair value of financial assets and liabilities (Detail) 180: R164 Fair value of financial assets and liabilities - HTML 93K Reconciliation of Level 3 fair value measurements (Detail) 181: R165 Fair value of financial assets and liabilities - HTML 61K Financial assets subject to offsetting, enforceable master netting arrangements or similar agreements (Detail) 182: R166 Fair value of financial assets and liabilities - HTML 62K Financial liabilities subject to offsetting, enforceable master netting arrangements or similar agreements (Detail) 183: R167 Details of treasury and other financial risks - HTML 214K Text Details (Detail) 184: R168 Details of treasury and other financial risks - HTML 80K Contractual cash obligations (Detail) 185: R169 Details of treasury and other financial risks - HTML 65K Remaining minimum payments under sale-and-leaseback arrangements (Detail) 186: R170 Details of treasury and other financial risks - HTML 101K Estimated transaction exposure and related hedges (Detail) 187: R171 Details of treasury and other financial risks - HTML 65K Estimated impact of 10% increase of value of the EUR on the fair value of hedges (Detail) 188: R172 Details of treasury and other financial risks - HTML 58K Net debt and interest rate sensitivity (Detail) 189: R173 Details of treasury and other financial risks - HTML 66K Credit risk with number of counterparties (Detail) 190: R174 Subsequent events - Text Details (Detail) HTML 54K 192: XML IDEA XML File -- Filing Summary XML 367K 195: XML XBRL Instance -- phg-20231231_htm XML 8.33M 191: EXCEL IDEA Workbook of Financial Report Info XLSX 511K 3: EX-101.CAL XBRL Calculations -- phg-20231231_cal XML 490K 4: EX-101.DEF XBRL Definitions -- phg-20231231_def XML 2.20M 5: EX-101.LAB XBRL Labels -- phg-20231231_lab XML 2.26M 6: EX-101.PRE XBRL Presentations -- phg-20231231_pre XML 2.69M 2: EX-101.SCH XBRL Schema -- phg-20231231 XSD 658K 193: JSON XBRL Instance as JSON Data -- MetaLinks 831± 1.23M 194: ZIP XBRL Zipped Folder -- 0000313216-24-000003-xbrl Zip 2.40M
Royal Philips - 20-F 2023 |
The following contract is the services contract of Mr A. Bhattacharya, containing terms and conditions for the provision of services and other arrangements that apply with effect from May 9, 2023 (“the Commencement Date”) as member of the Board of Management of Royal Philips (“Koninklijke Philips N.V.”, hereinafter also referred to as “the Company”).
a. Subject to the terms and conditions of this contract for the provision of services (the “Contract“) the Company hereby engages you as independent contractor starting on the Commencement Date to fulfill the role of member of the Board of Management of the Company as Chief Financial Officer and, in conjunction with such role, of member of the Executive Committee of the Company. As a member of the Executive Committee you will perform your duties and responsibilities attached to that function within the corporate governance framework of the Company. In your capacity as member of the Board of Management of the Company you will have and observe all rights and obligations pursuant to the articles of association of the Company, the Rules of Procedure of the Board of Management and Executive Committee, and statutory provisions. By signing this Contract, you declare that you have received a copy of the Company’s articles of association and abovementioned Rules of Procedure and that you are familiar with their content.
b. The terms and conditions set forth in this Contract and its annexes replace the terms and conditions as laid down in any (previous) employment or services agreements and/ or other written or verbal understandings you may have (had) with the Company and/ or other companies belonging to the Philips Group. By entering into this Contract all prior contracts of employment and/or prior contracts for the provision of services (if any) with the Company and/or other companies belonging to the Philips Group are explicitly terminated.
c. This Contract is a contract for the provision of services, as defined in articles 7:400 and further of the Dutch Civil Code (“DCC”). You acknowledge and agree that, pursuant to article 2:132 section 3 DCC, your relationship with the Company and/or this Contract cannot be regarded an employment agreement as defined in article 7:610 DCC and further.
d. In this Contract the Company and you are together referred to as the “Parties” and each of you as a “Party”.
a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the second calendar year following the Commencement Date takes place (the “Contract End Date”).
b. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause (‘dringende reden’), no notice period applies for the Party giving notice. For the definition of urgent cause (‘dringende reden’), reference is made to article 7:678 DCC and further.
c. If you are dismissed by the General Meeting of Shareholders of the Company, not for urgent cause as defined below, or if you resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which you have submitted your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed you as member of the Board of Management of the Company, or, as the case may be, (ii) you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause (‘dringende reden’). For the definition of urgent cause (‘dringende reden’), reference is made to article 7:678 DCC and further.
d. In deviation from clause 2 (b), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause (‘dringende reden’) or (ii) prior to the first day of your sickness/incapacity for work. In deviation from clause 2 (c), in the event of your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause (‘dringende reden’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which you are dismissed as member of the Board of Management of the Company, or (ii) the date of your recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause (‘dringende reden’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing you as member of the Board of Management of the Company.
e. If the Contract is terminated at the initiative of the Company (whereby your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination “at the initiative of the Company” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause (‘dringende reden’), you shall be entitled to a one off compensation in the amount of one time your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause (‘dringende reden’), reference is made to article 7:678 DCC and further. You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
f. In case of termination of the Contract, you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of the Executive Committee of the Company.
g. The compensation as referred to in clause e) above, shall be deemed to include any amounts that may be payable to you in connection with the enforcement of the non- competition clause as set forth in the General Terms of Employment that are – mutatis mutandis – applicable to you.
Your annual compensation as of the Commencement Date amounts to EUR 810,000 gross, which amount includes holiday allowances, to be paid in twelve equal monthly installments after deduction of the statutory tax and social security premiums to be withheld by the Company. Annual review and subsequent upwards adjustment, if any, of your annual compensation, will be determined at the discretion of the Supervisory Board of the Company and on the advice of the Remuneration Committee of the Supervisory Board. Only compensation increases determined and approved by the Supervisory Board will replace the compensation amount mentioned above. You will be informed in writing by means of a compensation statement. The annual compensation as may be amended on the basis of this clause from time to time shall be referred to as the Annual Base Compensation.
In addition to the Annual Base Compensation, you shall be eligible each year for an annual incentive, subject to certain targets being met. This incentive shall be determined annually by the Supervisory Board. You shall be notified in writing of these annual incentive targets.
The on-target (= 100% score) annual incentive amount to be realized by you is currently set by the Supervisory Board at 80% of your Annual Base Compensation.
The Supervisory Board shall determine in its sole reasonable discretion to what extent the annual incentive targets have been met.
The Supervisory Board, where relevant within the framework approved by the Company’s General Meeting of Shareholders, can decide by discretion to grant Performance Shares under the Global Philips Performance Share Plan and/or other equity related incentives to the members of the Board of Management on a year-to-year basis. As a member of the Board of Management you are in principle eligible to participate in such plan.
The Long Term Incentive grant value equals 150% of your Annual Base Compensation.
To improve Philips’ Corporate Governance and to further align the interests of senior Philips Executives with the interests of our shareholders, you are required to hold a certain level of Philips shares equal to 300% of your actual Annual Base Compensation. The Supervisory Board may decide to adapt the Philips Share Ownership Guidelines on an annual basis.
The minimum number of Philips shares required to be held can be accumulated by:
For further details you are referred to the Philips Share Ownership Guidelines Executive Committee in the enclosed Information Package.
The Supervisory Board may in its sole discretion but acting in good faith, resolve to recoup some or all of the incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of the Company and its group companies in any related proceeding or investigation), granted to you as an Annual Incentive, as Performance Shares grants, as shares acquired by you under such grants, as other equity related incentive or otherwise (hereinafter referred to as ‘Incentive Compensation’), if:
a. The Incentive Compensation has been paid, granted, vested and/or delivered on the basis of incorrect financial or other data; or
b. In assessing the extent to which the relevant performance conditions and/or targets in relation to the payment, grant, vesting and/or delivery of the Incentive Compensation was satisfied, such assessment was based on an error, inaccurate or misleading information or assumptions and that such error, information or assumptions would have resulted or did in fact result either directly or indirectly in that payment, grant, vesting and/or delivery (or being capable thereof) to a greater degree than would have been the case had that error not been made; or
c. There are circumstances which would allow the Company to terminate this Contract for urgent cause (‘dringende reden’) (whereby for the definition of urgent cause (‘dringende reden’) reference is made to article 7:678 DCC and further), where such circumstances arose in, or related to, a period relevant to the date of payment, grant, vesting and/or delivery; or
d. You were involved in, or directly or indirectly responsible for a serious violation of the Philips General Business Principles or applicable law; or
e. The Company or the business in which you work/worked, or for which you were responsible, suffered a material failure of risk management, or
f. Something which occurred in the period relevant to the payment, grant, vesting and/ or delivery has a sufficiently significant impact on the reputation of the Company or its group members to justify the operation of a recoupment claim.
By accepting a payment, grant, vesting and/or delivery of the Incentive Compensation, you agree to fully co-operate with the Company in order to give effect to this clause.
Furthermore by accepting any payment, grant, vesting and/or delivery of the Incentive Compensation you provide an irrevocable power of attorney to the Company to transfer any shares held by you in the account administered by the Company’s global plan administrator and to perform any other acts necessary or desirable to give effect to this clause. This power of attorney is governed by Dutch law exclusively.
As from the Commencement Date, you shall be included in the Pension Regulations of “Stichting Philips Pensioenfonds” applicable to executives, in respect of your pensionable salary up to the current statutory limit of EUR 128,810 which may change from time to time (“Statutory Pensionable Salary”) if and as soon as you meet the requirements set out in those pension regulations. In respect of your pensionable salary exceeding the Statutory Pensionable Salary, you shall be entitled to the pension allowance applicable to members of the Executive Committee, in accordance with the rules and conditions governing this pension allowance. The level of the pension allowance is and remains at the discretion of the Company. Currently the pension allowance for the part of your Annual Base Compensation exceeding the Statutory Pensionable Salary is set at 25% of your Annual Base Compensation exceeding the Statutory Pensionable Salary.
You are entitled to a monthly Car/Mobility Allowance amounting to EUR 2,630. The Car/ Mobility allowance can be used for a leasing an electric Vehicle or can be paid out in monthly (gross) installments.
With respect to your position within the Company, you may be eligible for a fixed allowance for business entertainment expenses. Currently the tax-free allowance in your case is EUR 6,000 per annum (i.e. EUR 500 per month). This sum is meant to enable you amongst others to cover the expenses you incur in entertaining guests on behalf of the Company.
Parties agree that changes in fiscal legislation could make it necessary or desirable for the Company to change the above arrangement.
You are invited to participate in the Senior Executive Ambassador Program to use Philips products that will be made available to you at your home.
a. Accident Insurance
You will be covered by a 24-hours accident insurance policy. The maximum sum insured is three times your gross Annual Base Compensation. We refer you to the chapter benefits in the Information Package.
b. Directors and Officers Liability Insurance
You will be an Insured Person under the Directors and Officers liability insurance taken out by the Company. Subject to its terms and conditions, the Directors and Officers liability insurance policy protects your personal assets against liabilities and reimburse defense costs that arise based on your acts or omissions in your capacity as member of the Board of Management and Executive Committee. A copy of the Directors and Officers liability insurance policy (or a summary thereof) will be made available upon your request.
The present Company policy for Executive Committee members with regard to incapacity for work or sickness is that for a maximum period of three years from the start of disablement, but at the very latest up to the end of the Contract, the balance between your Annual Base Compensation at the start of the total disability and the aggregate amount of any statutory allowance distributed to you on account of the total disablement together with possible allowances distributed for the same reason by the Philips Pension Fund will - subject to your compliance with the Company’s directives - be paid by the Company.
The Company shall not be bound by the aforesaid obligation if you have a claim against third parties in respect of your disablement. Upon surrender to the Company of such claim - in so far as it relates to loss of Annual Base Compensation - an amount equal to the aforesaid balance shall - but for no longer than the period stated in the foregoing clause - be paid by the Company in advance.
This policy is subject to change at the discretion of the Company. No compensation will be paid in case the new policy is less favorable than the present policy.
The holiday entitlement for members of the Board of Management is 25 working days per calendar year.
By signing the Contract, you declare to have received, to have read and to agree with the General Terms of Employment of the Company, which apply mutatis mutandis to your engagement and are attached to this Contract as Annex 1. These General Terms of Employment amongst others contain a non-competition clause. You hereby acknowledge and agree that you are fully bound by the restrictions set out in the aforementioned non-competition clause for the duration of such non-competition clause as set out in the clause itself.
Underpinning Philips’ commitment to responsible corporate citizenship, integrity and transparency, the following terms and principles have been set.
These terms and principles apply equally to corporate actions and to the behavior of members of the Executive Committee in conducting Philips’ business. By signing this Contract, you declare that you are bound by, and that you shall adhere to and act according to, the terms and principles mentioned above. The Company may alter the terms and principles unilaterally at its discretion. For more information on the terms and principles, we refer you to the Information Package. Any changes will be available on the Philips Global Intranet website.
The Compliance Officer with respect to Inside Information will contact you, as you are designated as “Qualified Insider”.
You acknowledge that Philips may process your personal data for legitimate business purposes, such as human resources and personnel management, business process execution and internal management, internal communications, health safety and security, compliance with legal obligations, exercise or defense of legal claims. The processing of such personal data is further described in the relevant privacy notice(s) which is attached to this agreement or otherwise made available to you. By signing this agreement, you acknowledge to have read and agreed with the processing of your personal data, as described in the relevant privacy notice(s) attached to this agreement or otherwise made available to you.
During your employment with Philips, you agree to comply with all Philips privacy and security related policies, procedures, rules and regulations (including the Philips Privacy Rules), as announced by Philips from time to time or made available to you. At all times, you must maintain the confidentiality of the personal data that you have access to and cannot share, disclose or otherwise transfer personal data to any unauthorized third parties.
a. This Contract is governed by the laws of the Netherlands.
b. All disputes arising from this Contract, including disputes concerning the existence and validity thereof, shall be resolved in accordance with the Arbitration Rules of the Netherlands Arbitration Institute.
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/20/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
5/9/23 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/22 Koninklijke Philips NV 20-F 12/31/21 202:26M 2/23/21 Koninklijke Philips NV 20-F 12/31/20 201:27M 2/25/20 Koninklijke Philips NV 20-F 12/31/19 205:34M 2/27/19 Koninklijke Philips NV 20-F 12/31/18 205:34M |