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As Of Filer Filing For·On·As Docs:Size 2/25/20 Koninklijke Philips NV 20-F 12/31/19 205:34M |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 3.91M 12: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 74K Liquidation or Succession 13: EX-4 Instrument Defining the Rights of Security Holders HTML 83K 14: EX-4 Instrument Defining the Rights of Security Holders HTML 83K 15: EX-8 Opinion of Counsel re: Tax Matters HTML 104K 9: EX-13 Annual or Quarterly Report to Security Holders HTML 54K 10: EX-13 Annual or Quarterly Report to Security Holders HTML 54K 7: EX-12 Statement re: Computation of Ratios HTML 57K 8: EX-12 Statement re: Computation of Ratios HTML 57K 11: EX-15 Letter re: Unaudited Interim Financial Info HTML 51K 90: R1 Document And Entity Information HTML 115K 167: R2 Consolidated statements of income HTML 132K 144: R3 Consolidated statements of comprehensive income HTML 123K 17: R4 Consolidated balance sheets HTML 175K 93: R5 Consolidated statements of cash flows HTML 183K 170: R6 Consolidated statements of changes in equity HTML 113K 147: R7 Consolidated statements of changes in equity HTML 96K (Parenthetical) 22: R8 Significant accounting policies HTML 193K 89: R9 Information by segment and main country HTML 242K 44: R10 Discontinued operations and assets classified as HTML 101K held for sale 64: R11 Acquisitions and divestments HTML 67K 193: R12 Interests in entities HTML 68K 118: R13 Income from operations HTML 281K 43: R14 Financial income and expenses HTML 86K 63: R15 Income taxes HTML 201K 191: R16 Earnings per share HTML 130K 117: R17 Property, plant and equipment HTML 181K 41: R18 Goodwill HTML 116K 65: R19 Intangible assets excluding goodwill HTML 177K 174: R20 Other financial assets HTML 95K 152: R21 Other assets HTML 54K 36: R22 Inventories HTML 61K 110: R23 Receivables HTML 83K 173: R24 Equity HTML 143K 151: R25 Debt HTML 154K 34: R26 Provisions HTML 217K 109: R27 Post-employment benefits HTML 177K 176: R28 Accrued liabilities HTML 75K 148: R29 Other liabilities HTML 64K 111: R30 Cash flow statement supplementary information HTML 139K 187: R31 Contingent assets and liabilities HTML 66K 68: R32 Related-party transactions HTML 65K 47: R33 Share-based compensation HTML 167K 112: R34 Information on remuneration HTML 216K 188: R35 Fair value of financial assets and liabilities HTML 296K 70: R36 Details of treasury and other financial risks HTML 175K 48: R37 Subsequent events HTML 56K 114: R38 Significant accounting policies (Policies) HTML 269K 186: R39 Significant accounting policies (Tables) HTML 87K 141: R40 Information by segment and main country (Tables) HTML 240K 171: R41 Discontinued operations and assets classified as HTML 99K held for sale (Tables) 86: R42 Acquisitions and divestments (Tables) HTML 60K 19: R43 Interests in entities (Tables) HTML 62K 142: R44 Income from operations (Tables) HTML 290K 172: R45 Financial income and expenses (Tables) HTML 84K 87: R46 Income taxes (Tables) HTML 201K 21: R47 Earnings per share (Tables) HTML 129K 146: R48 Property, plant and equipment (Tables) HTML 181K 168: R49 Goodwill (Tables) HTML 106K 202: R50 Intangible assets excluding goodwill (Tables) HTML 177K 132: R51 Other financial assets (Tables) HTML 92K 52: R52 Inventories (Tables) HTML 60K 77: R53 Receivables (Tables) HTML 82K 201: R54 Equity (Tables) HTML 133K 131: R55 Debt (Tables) HTML 152K 51: R56 Provisions (Tables) HTML 218K 75: R57 Post-employment benefits (Tables) HTML 176K 203: R58 Accrued liabilities (Tables) HTML 73K 129: R59 Other liabilities (Tables) HTML 59K 29: R60 Cash flow statement supplementary information HTML 137K (Tables) 97: R61 Related-party transactions (Tables) HTML 62K 164: R62 Share-based compensation (Tables) HTML 163K 136: R63 Information on remuneration (Tables) HTML 220K 28: R64 Fair value of financial assets and liabilities HTML 295K (Tables) 96: R65 Details of treasury and other financial risks HTML 155K (Tables) 163: R66 Significant accounting policies - 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Royal Philips - 20-F Exhibit 4 (b) |
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, 2019 (“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 fourth calendar year following the Commencement Date takes place (the “Contract End Date”), it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company.
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which you have reached the state pension age based on the AOW (“Algemene Ouderdomswet”) or future legislation amending the state pension age based on the AOW.
c. 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.
d. If you are dismissed by the General Meeting of Shareholders of the Company, 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.
e. In deviation from clause 2 (c), 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 (d), 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.
f. 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).
g. If the Company does not elect to renew the Contract (e.g. because you are not re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of your term of appointment) you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time your Annual Base Compensation divided by 12, times the number of months you still have to serve before reaching the state pension age based on the AOW (“Algemene Ouderdomswet”) or future legislation amending the state pension age based on the AOW, with a maximum of one time your Annual Base Compensation.
h. 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.
i. The compensation as referred to in clauses f) and g) 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 785,000 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 105,075 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 as of January 1, 2015 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. In addition you will receive an individual transition allowance of EUR 64,404 per annum (gross) (the “Transition Allowance”) for the duration of the Contract.
Allowance You are entitled to a monthly Car/Mobility Allowance amounting to EUR 2,630. The Car/Mobility allowance can be used for a leased company car or to be paid out in monthly (gross) installments. You are not entitled to conclude a new lease agreement or switch to the cash alternative before the expiration date of the present lease agreement. Your current personal contribution, if any, will be recalculated as per the Commencement Date.
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. This sum is meant to enable you amongst others to cover the expenses you incur in entertaining guests on behalf of the Company.
The above-mentioned allowance will be paid in four equal installments at the end of each quarter.
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.
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.
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. In addition, you are expected to embrace the Philips Business System (see Information Package). 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: | 2/25/20 | 6-K | ||
For Period end: | 12/31/19 | SD | ||
5/9/19 | ||||
1/1/15 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Koninklijke Philips NV 20-F 12/31/23 195:33M 2/24/23 Koninklijke Philips NV 20-F/A 12/31/22 196:28M 2/21/23 Koninklijke Philips NV 20-F 12/31/22 196:27M 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 6/30/20 SEC UPLOAD¶ 7/29/20 2:39K Koninklijke Philips NV 5/28/20 SEC UPLOAD¶ 7/29/20 2:44K Koninklijke Philips NV |