Ladies and gentlemen, welcome. Before we start the meeting, I have a few general remarks. In addition to your attendance here in Eindhoven, this meeting can be viewed via the live video webcast available on our website. The webcast will also be available after the meeting. We will use the recording to prepare minutes of the meeting. The meeting will be held in English, and we have translation services available. This means that here in the room you can also follow the meeting in Dutch. Haha, I pushed the button one time too many. This means that in here in the room you can also follow the meeting in Dutch using the headphones. In the live webcast, you can choose to follow the meeting in Dutch by clicking on the relevant link.
We invited shareholders to ask questions prior to the meeting, and we have not received questions for this meeting with a request to share these with you. As this is an in-person meeting again, questions can be asked here in the room and not remotely. If you wish to ask a question, please raise your hand so I can give you the floor. Please remain seated. A microphone will be provided to your seat so you can ask the question. When speaking into the microphone, your question can also be followed via the webcast, and you can ask your question in either English or Dutch. Please first state your name and where applicable, the organization you represent. I kindly ask you to keep your question short and concise.
At some point in time, I may need to limit the number of questions or speaking time in order to observe proper meeting order. We will explain the voting procedure when we reach the first voting item. I'd ask you please to put your phone on the silent mode and not to make any pictures or recordings. Thank you.
I now open the Annual General Meeting of Shareholders 2023 of Signify N.V. I'm pleased to present to you behind the table the Board of Management, our CEO, Eric Rondolat, and our CFO, Javier van Engelen, and our CCO, Maria-Letizia Mariani. On this side is our Chair of the Remuneration Committee, Gerrit van der Aast. Our Supervisory Board members, Rita Lane and Bram Schot, will follow the meeting remotely, and the other members of the Supervisory Board are present, Pamela Knapp and Frank Lübnow.
Our Board of Management nominee, Harsh Chitale, and Supervisory Board nominee, Sophie Bechu, are both in the room and will present themselves to you during this meeting. Behind the table at the side, you'll see the Secretary of the meeting, Michiel de Haar, and the Notary, Martin van Olphen from De Brauw. André Wijnsma is present on behalf of the external auditor, Ernst & Young. Now then, may I invite Eric to start your presentation.
Good afternoon, ladies and gentlemen. Let's just start by saying that it is quite a special day for us. Not only is it the International Day of Light, but it is also exactly five years to the day since our company became Signify. Let's now look back at the year 2022. The world endured a third year of exceptionally challenging conditions in 2022. War returned in Europe with the Russian invasion of Ukraine, the external environment grew increasingly more volatile throughout the whole year. This profoundly tested our agility and resilience and led us to adapt the company and our objectives accordingly. At the same time, the increased urgency of energy efficiency heightened the relevance of our extensive portfolio of sustainable and connected lighting solutions.
By the close of 2022, our two digital divisions had grown to represent more than 85% of sales, profit, and cash, up from 80% in 2021. We increased our installed base of connected light points to 114 million globally. Our connected lighting business and growth platforms grew to reach almost EUR 2 billion of sales. Comparable sales growth was 1.2%, benefiting from the traction in the professional segment, partly offset by the impact of COVID-related measures in China and softness in the consumer segment. Adjusted indirect cost amounted to 28.9% of sales, a decline of 70%, of 70 basis points year-on-year. We still invested 3.9% of sales in R&D and further invested in digitization initiatives.
Our adjusted gross margin declined by 210 basis points to 37.3%, mainly due to inflation and an adverse currency impact. Adjusted EBITA margin consequently declined by 150 basis points to 10.1%. We had a free cash flow of EUR 445 million, representing 5.9% of sales, impacted by persistent supply chain disruption and longer supplier lead times. We successfully completed the second year of our Brighter Lives, Better World 2025 sustainability program. We also reinforced our leading position with the acquisitions of Fluence and Pierlite. Fluence strengthens our global agriculture lighting growth platform, extending our position in the North American market. Pierlite's strong local distribution network and well-recognized brand strengthens our position in Australia and New Zealand. Let's now focus on our commitments to sustainability.
In 2020, we launched our Brighter Lives, Better World 2025 sustainability program with the objective to double our positive impact on the environment and the society. We continue to make substantial progress towards that target in 2022. Having reduced our operational carbon footprint by more than 70% over the last decade, we ramped up our efforts in 2022 to minimize the impact of climate change across, this time, our entire value chain. We are on track to deliver against our ambitious goal of doubling the pace to the Paris Agreement's 1.5 degree scenario by the end of 2025 across all scopes, across the 3 scopes. Last year, 29% of our revenues came from circular product systems and services. 27% of our revenues Brighter Lives revenues. At the same time, we increased the percentage of women in leadership to 28%.
We are proud of having published our first-ever report on diversity, equity, and inclusion at Signify in the year 2022. We confirmed that we have achieved gender pay equity. This means that men and women throughout the organization are paid equitably for the same or similar work. Our sustainability commitment and performance were again recognized externally. We were included in the Dow Jones Sustainability World Index for the sixth consecutive year and were ranked in the top 100% of our industry by Sustainalytics. We were also, again, recognized in CDP's Climate A List for our leadership in environmental performance. Let's now take a deeper look at how we continue to execute on our Five Frontiers strategy. First, we are building a more customer-focused and more localized operating model, and we are driving improvements in our process excellence.
In 2022, we achieve a strong net customer Net Promoter Score of 44 globally, despite very adverse supply conditions. We are delivering a differentiated offering through multiple distinctive brands. We also expanded our ultra-efficient LED portfolio and extended it to the professional sector, offering 50%-60% greater savings to energy-conscious customers. In fact, we have for you a 40 W LED A-class bulb, you know, as a gift today, so you can test that technology at your home and see it for yourselves. We are driving five growth areas to help address the world's greatest sustainability challenges: climate action, circular economy, food availability, safety and security, health and well-being. Our investment in the Internet of Things is bearing fruit. We have now surpassed 100 million of IoT-connected devices.
On the consumer side, our WiZ and Philips Hue lamps were the first in the lighting industries to support the Matter standard for smart home interoperability. As we drive growth for sustainability, our connected lighting and growth platform sales grew to reach almost EUR 2 billion in 2022. Our revenues from our growth platform, that is agriculture, solar, 3D printing, and UVC, grew almost to EUR 400 million in the year. We continued to prioritize digital transformation initiatives, almost doubling our investment to deliver meaningful progress at speed. In 2022, direct online sales made up 12.5% of revenues. We launched online channels for some of our new offering, modernized our online presence across multiple markets, and improved the robustness of our digital platforms.
Last year, we also invested in our people to create a diverse and inclusive workplace and to deepen our digital and commercial competencies. We were able to return to the pre-pandemic situation with our offices and factories as our standard workplace. Our employee Net Promoter Score was 36 in 2022, its highest ever recorded level. Nearly 80% of our senior management and leadership roles were filled internally, which confirms our strong internal succession pipeline. Let's look briefly now at the highlights of where our strategic journey has brought us so far. We are the world leader in conventional LED and connected lighting. We provide high quality and efficient light sources, luminaires, systems, and services. We achieved EUR 7.5 billion of sales in 2022. We employ more than 34,000 people in 74 countries. Our company has achieved a major transition over the past decade.
As you can see, in 2012, we generated just 22% of our sales from LED-based activities. By the end of 2022, this had increased to 83%. A growing number of those were connected. Connected-based sales represented 21% of total Signify sales in 2022, including Cooper Lighting. Let me now talk you through briefly to our performance in the first three months of this year. We reported a Q1 sales of EUR 1.7 billion, a comparable sales decline of 9.1%, and an operational profitability of 8.9%. We increased the installed base of connected light points from 114 million in the Q4 of 2022 to 117 million in the Q1 of 2023.
LED-based sales represented 82% of our total sales in Q1. A few more words now on the outlook for the full year 2023. For this year, we expect an Adjusted EBIT margin in the range of 10.5%-11.5% and a free cash flow between 6%-8% of sales. Now, I'd like to talk a bit more about our connected lighting systems and growth platforms. As part of our drive to be a great place to work, 86 of our offices have installed Signify's own leading technology to make our workplaces healthy, productive, and inspiring, including our Interact IoT platform, NatureConnect, UV disinfection, lighting, and Trulifi. Our LED lighting and 3D printed luminaires address climate action and the circular economy. Let's give an example.
Everlast Gyms in the U.K. elevated the training experience at 69 of their sites. They now consume a fraction of the electricity they previously needed. They are also helping to make the economy more circular with our tailor-made 3D printed pendant and projector lights. You can see them on the picture here. We also tackling climate action and safety and security through our solar-powered solutions. The Signify Foundation brought our energy-efficient LED buttons and solar-powered street lighting to a vocational training center in Arusha, Tanzania, keeping the surrounding area well lit and safe while generating no electricity costs. Our horticulture lighting solutions help address food availability and are used by growers around the world.
For example, the Nedre Hanasand Nursery in Norway increased its high-quality tomato yield by 30% year-round and improved its environmental profile thanks to our Philips GreenPower LED top lighting. Our UVC solutions also support health and well-being, even with a gradual return to everyday life post-pandemic in most countries. High hygiene standards are set to remain the cornerstone of our social coexistence. That's why places like Bad Dürkheim in Germany equipped busy public spaces with our disinfection solutions, which can be seamlessly integrated into the existing environment. Before I close, let me mention the great work of the Signify Foundation, an independent NGO funded by Signify that enables underserved communities to access the benefits of sustainable lighting solutions. The foundation focuses on three key areas. The first one is about lighting lives by supporting a range of sustainable projects.
The foundation has enabled access to sustainable lighting technology for 8.3 million people globally since it began operating in 2017. We are on track towards our target to lighting 10 million lives by the end of 2025. To date, we have supported also 12,000 local entrepreneurs with training, knowledge programs, building their competencies to enable community development. Thirdly, the foundation also focus on lighting to help relieve humanitarian crisis. The foundation redoubled its effort to provide relief for displaced people in 2022. Signify has also committed EUR 800,000 in cash for the foundation to provide immediate relief and medium-term developmental support for Ukraine. Over 35,000 lights were sent to international aid agencies in 2022. The foundation also worked directly with local organizations to provide lights to shelters, schools, and hospitals.
Many Signify employee worldwide also donated directly to the Foundation's relief efforts. In closing, on behalf of the Board of Management and the leadership team, I'd like to extend my thanks to all our employees for their commitment and dedication over the past very demanding year. We are grateful also to our customers for their continued trust and to our shareholders for their confidence and support, especially as we navigate these challenging circumstances. Our world remain volatile in 2023, yet I am confident we will weather the storm and adapt to become an even stronger company and fulfill our promise to making lives brighter and our worlds better. Thank you.
Thank you, Eric. Eric's presentation is closely connected to the agenda items on the Remuneration Report 2022, the annual accounts, and the dividend policy. I suggest we give first our presentations and then jointly discuss the topics of the agenda items up to and including item four. In agenda item four, after the explanations from the external auditor, Ernst & Young, we will address questions on agenda items one through six. After that, shareholders can vote on the proposals of these agenda items. We will now move to Item 2, the Remuneration Report 2022. Just as in previous years, the Remuneration Report is included in a separate chapter in the annual report. It explains the remuneration policies for the Board of Management and Supervisory Board, and the implementation of these policies in 2022.
I will now hand over to the Chair of the Remuneration Committee, Gerard van de Aast. He will discuss some key elements of the Remuneration Report 2022. Gerard.
Thank you, Arthur. Ladies and gentlemen, our current remuneration policy for the Board of Management was introduced in 2020. For the year 2023, we are not proposing any changes to our remuneration policy, nor are there any new additions proposed. During 2023 this year, we will be reviewing our remuneration policy for discussion with stakeholders with it ultimately being tabled at next year's annual general meeting. For now, I would like to focus on our current Board of Management and the Remuneration Report for 2022, and the execution of our policy during the year. Over the course of the year, we engaged with multiple stakeholders for discussion on remuneration in general, as well as to solicit feedback on our report for consideration.
This group of stakeholders included shareholders representing a large portion of our shareholder base, as well as shareholder representative groups and the Dutch Central Works Council. We had very valuable conversations with all stakeholders on executive compensation in general, and specifically on the concerns raised on our Remuneration Report in 2021. We have taken the feedback into consideration for the 2022 report, including of increasing transparency on the annual short-term incentive plan and making the connection between the strategy of Signify ESG metrics, as detailed in our Brighter Lives, Better World five-year plan, and the long-term incentives of the Board of Management even more explicit. We trust that you will experience the enhancements positively and appreciate the spirit of transparency and continuous improvement that drives them. Personally, I would like to thank those whom we met for the overall very constructive discussions.
During 2023, we will continue this engagement with stakeholders to solicit feedback on our remuneration policy to ensure that these diverse perspectives are considered. The remuneration of the Board of Management. In line with our remuneration policy, this table illustrates the remuneration of the Board of Management in 2022. Salaries, as well as targets for annual and long-term incentives. For 2022, base salaries were increased with 3%, which is in line with the collective and merit increase budgets allocated for employees under the collective labor agreements in the Netherlands. As I described earlier, there were no changes to the structure of the remuneration of the Board of Management. Moving on to the annual incentive. To refresh our understanding, this slide details the structure of the annual incentive according to our policy.
For the 2022 annual incentive plan, we selected as financial performance measures comparable sales growth, Adjusted EBITDA, and free cash flow in line with prior years. In addition, 20% of the annual incentive for the Board of Management reflects individual and team measures. For 2022, these measures included progress relative to the Brighter Lives, Better World targets for the current year and trajectory to the 2025 plan, employee and customer Net Promoter Scores, sales growth for new growth engines, cash optimization, inventory management, and the impact of the digital roadmap, among others. Moving to the long-term incentive. This slide details the linkage between the overall Signify strategy, the ESG metrics included in the Brighter Lives, Better World five-year program, and the long-term incentive structures and metrics for the Board of Management.
For the long-term incentive plan, four metrics are applicable: sustainability, as I just outlined; relative TSR, total shareholder return; free cash flow; and return on capital employed. These metrics are all weighted equally at 25%. That brings me to the annual incentive realization for 2022. Shifting to the actual outcomes of the incentive plans, you can now see the details with respect to the actual realization for the annual incentive plan. Targets for the annual incentive plan were set at the beginning of 2022, were applicable for the full year, and were not adjusted during the year despite the disruption resulting from the Ukrainian war and the ongoing COVID-related challenges in China. The company was of course impacted by the volatile and unpredictable external environment. Although the company adapted, all three financial metrics were below threshold levels of performance for the year.
The outcome on the financial metrics was 0% realization for comparable sales growth, Adjusted EBITDA, and free cash flow. The Supervisory Board acknowledges that during the year, there were different demands than anticipated, specifically as it relates to the Ukrainian crisis and the impact on customers, employees, and the overall business. The Supervisory Board assessed that this was very well managed by the Board of Management. From an individual and team performance measure perspective, the Supervisory Board conducts an assessment at the end of the year relative to the targets set for the year. On the team and individual objectives at the beginning of 2022 and not adjusted, the results were mixed.
The customer and employee focus were evidenced in the Net Promoter Scores being maintained or increased, and good growth has been experienced in the connected lighting business and growth platforms. Cash optimization and inventory management were not at expected levels, and further progress is needed on the company's digital transformation. The overall assessment by the Supervisory Board on the team and individual objectives was that it was a modest performance and a realization of 60% was determined for this component of the annual incentive. The final outcome across all metrics for the annual incentive for the Board of Management was 12% bonus realization. The related actual payout is indicated on the slide for each board member. It is important to note that the Supervisory Board did not apply any discretion to the achieved outcome nor to the corresponding payout of these metrics.
Let's move on to the long-term incentive. With respect to the long-term incentive grant made in 2020, it has a performance period of three years that runs from the beginning of 2020 to the end of 2022. The grant vested earlier this month on May 4th. As such, at the end of the performance period, an assessment is made relative to the targets set at the beginning of 2020. As with the annual incentive, it is important to know that no changes were made to the targets during the three-year performance period. These targets were set prior to COVID, supply chain global impacts, and the Ukrainian war. Additionally, the Supervisory Board did not apply any discretion to the achieved outcomes nor to the corresponding realization on these metrics. This then is the result as you see it on the slide over the three-year period.
On relative TSR, total shareholder return, Signify achieved 23.3%. That positioned Signify as 12th out of 15 companies in our peer group. As Signify was not at a position of eight or higher relative to the peer group, the resulting financial achievement on this metric was 0%. On free cash flow, over the three-year performance period, an amount of EUR 1.876 billion cash was generated, and this is excluding pension de-risking and IFRS 16, both unknown when targets were set. This represents 9% of sales versus a target of 8.9%. The resulting financial achievement was 110%. On return on capital employed, the 2020-2022 plan, LTI plan, was the first plan to include the return on capital or ROCE performance measure.
For 2022, ROCE was based on the outcome in the last year of the plan period, excluding pension liabilities. The ROCE for 2022 was 13.8%. Target was 11.1%. The resulting final achievement on this performance criteria was 200%. The sustainability objectives for 2022 were based on the intent to double our impact in the areas of climate action, circular economy, Brighter lives revenue, and women in leadership positions. In all areas, significant progress has been made relative to the trajectory to deliver on the ambitions by 2025.
Carbon footprint reductions actions are reflecting a steady decrease of emissions, both Scope 1, 2, and 3, to be on track with our 2025 ambitions. Circular and Brighter Lives revenue have exceeded the ambition set for 2022, with an increase in contributions from circular products, systems or services, and an increase in revenues coming from lighting innovations that increase food availability, safety and security or health and well-being. Women in leadership position has increased by 11% from 2019 to 28% in 2022. Although this falls behind the trajectory to double the percentage of women in leaderships position in 2025, it is good progress. Over the period of the LTI plan, Signify remained a leader in sustainability and continues to be recognized as such externally.
It is featured in Euronext first AEX ESG Index, placing top 1% of our industry, and we also secured inclusion in the Dow Jones Sustainability Index and the CDP Climate A List for the six years running. The resulting achievement on this metric in the LTI was 150%. The final total performance across the four measures is 115, for the 2020 long-term incentive grant. In 2020, the LTI grants were awarded at a share price of EUR 19.63. The share price has increased in the three-year plan period. In addition, the company has paid dividends of EUR 559 million during this three-year period.
In line with Dutch best practices of corporate governance, the members of our board of management hold all after tax shares received for at least five years from the date of grant and until the internal ownership guidelines are met. That brings me to the supervisory board fees. The slide details the fees paid to our supervisory board members. There are no changes to prior year. The outlook in terms of total direct compensation for the board of management. For 2023, base salaries have been adjusted by 4%. This is below the base salary adjustment allocated for the collective labor agreement population in the Netherlands, which was 6% plus a one-time payment of EUR 1,600. For completeness, the remuneration of Mr. Chitale is also shown on this slide, although his appointment of course is a matter of the vote today.
The incentives illustrated here on the screen relate to target levels and therefore what the total compensation would be for each board member if performance will be on target. That brings me to the end of my presentation. Thank you, and I return it to the Chairman.
Thank you, Gerard. As said earlier, we will respond to questions on this subject in agenda item four. We now continue with agenda Item 3, and I'd like to give the floor to our CFO, Javier van Engelen, for an explanation of the policy on additions to reserves and dividends. He will also discuss the dividend proposal that is on today's agenda. Javier, could you please brief us on these topics?
Thank you, good afternoon. Let me start by saying that Signify will continue to exercise financial discipline in the generation and in the use of our cash. As part of our capital allocation policy, we continue to focus on free cash flow generation and on maintaining a robust capital structure to support our commitment to an investment-grade credit rating. We will also continue to invest in R&D and other growth opportunities while pursuing selective M&A opportunities in line with our strategic priorities. Our dividend policy is to pay an increasing annual dividend per share in cash year on year. We propose a 2022 dividend of EUR 1.50 per share, equivalent to EUR 188 million, to be paid in cash in 2023. Let's discuss our net debt development in 2022.
Our net debt increased by EUR 200 million to EUR 1.356 billion at year-end 2022, representing a net leverage ratio of 1.3x or close to 1.0x , excluding Fluence and Pierlite acquisitions. This is in line with our previous deleverage commitments. The increase in debt was mainly due to an increase in working capital. There was no material movement on gross debt during 2022, with long-term debt of EUR 1.275 billion of euro bonds due in respectively 2024 and 2027, and remaining long-term loans consisting of EUR 280 million and $225 million with maturities in 2024 and 2025.
Our cash amounted to EUR 677 million at year-end 2022. We generated EUR 445 million of free cash flow during the year 2022. On top of our cash available, we also have an unutilized revolving credit facility of EUR 500 million. Thank you.
Thank you, Javier. Questions on the presentation for Javier will be addressed in the next agenda item. I will now move to agenda item four, the proposal to adopt the financial statements for 2022. I'd like to kick off with some comments on the annual report 2022. The annual report, including the financial statements, has been available for inspection at Signify's offices and was published at the end of February 2023 on our website. It comprises a report of the state of affairs of the company during the last financial year. The financial statements and sustainability statements are integrated in one single report. The financial statements have been prepared in accordance with IFRS as endorsed by the EU. The financial statements have been audited by our external auditor, Ernst & Young.
On behalf of Ernst & Young, André Wijnsma is present, who has the end responsibility for the audit. Mr. Wijnsma will give a short explanation of the audit performed by Ernst & Young and on the statements from Ernst & Young that are included in the annual report. As in prior years, we released André Wijnsma from confidentiality. This means that he can explain the audit procedure or procedures that Ernst & Young performed with Signify. I now give the floor to André Wijnsma.
Thank you, Mr. Chairman. Good afternoon, ladies and gentlemen. Indeed, I'm André Wijnsma. I'm the lead audit partner responsible for the audit, the annual audit of the annual report of Signify, including also the non-financial information. It is our responsibility as auditors to perform an independent audit of the annual report and also the non-financial information resulting in an auditor's opinion. Today, I will give you some more insights in our audit approach, the results from the audit, as well as also the communication with the company and those charged with governance. The scope of the audit is the same as last year. We have audited the financial statements for both company-only and consolidated. Also based on the agreed scope with the Supervisory Board, we have audited non-financial information KPIs.
In addition, we also have reviewed whether the director's report, including also the remuneration report, complies with Dutch law and is in line with the consolidated financial statements. The audit is performed by auditors here in the Netherlands, so we have a solid team of auditors. Ronnie, my colleague, is here as well. Across the globe, we make use of EY teams for the components in group scope, but also for the statutory audits. We do not make use of any non-audit teams from EY. The audit of the non-financial information is organized and carried out by a sustainability specialist team under my responsibility. In 22, we were again able to visit physically also some locations of Signify, and we have selected Saudi Arabia, the U.S., and Poland to meet.
In addition, also, we were able to perform remote organized file reviews, we had regular updates also with our component teams during the year. The materiality that we have used in our audit is also consistent to prior year. It's approximately 4% of Adjusted EBITA. The threshold of the audit differences to be reported to the Audit Committee and the Supervisory Board is agreed at EUR 1.6 million. For sustainability, materiality thresholds have been organized per separate KPI with 5% of the reported value as a proxy. The execution of our audit is based on this materiality level, as well as also the risk approach that we have taken at the start of the audit and also updated during the year based on new insights.
We use data analytics for various accounts, including also revenue recognition, receivables, and cash. I would like to highlight the following topics which were relevant in our audit. First of all, fraud, then going concern, and then cyber risk. Together with our forensic specialists, we have evaluated the fraud risk related to financial statement fraud, misappropriation of assets, and bribery and corruption. We have evaluated the design and the implementation and tested also the operating effectiveness of the internal controls to mitigate fraud risks, including, for example, code of ethics, the screening of business partners, training, and incident management procedures. We assessed that in particular revenue from sales of goods is recognized as a point in time as a fraud risk, which is a bit different compared to prior year because also then we had material projects also as part of the fraud risk.
Considering the fact that material projects are almost 80% related to the sale of goods, we have included them both in one. We have assessed the appropriateness of the accounting policies. We have had an understanding also of the key controls. We used also data analytics to identify exceptional or unusual revenue patterns, and we tested significant contracts and performed cutoff procedures. Also, as Signify is a global company, we have seen bribery and corruption as an inherent risk related to fraud and non-compliance. The areas in scope that we have taken in consultation and discussion also with the audit committee relate, for example, to agents, distributors, gifts, travel and entertainment, and sponsorships.
Also, we took notice of the incident management system of the company, and we assessed whether incidents could have a more than inconsequential impact, in other words, a material impact on the financial statements and assessed also the appropriate follow-up by the company. Overall, we conclude that the company has a solid framework in order to mitigate the fraud risk at the group level and at the component level, in line actually also with the risk profile and the global presence of the company. I also can confirm here that we have not identified material fraud cases that could have impact on the financial statements. With respect to going concern, I can be short. We concur with management that the financial statements are based on the going concern principle and that the assumptions taken are in line also of our expectations.
Related to cyber, we performed together with our cyber experts, procedures to gain an understanding of the cyber risks. We gained an understanding based on interviews, we also have performed control testing. Also, we have seen that the company is very proactive in reporting also risks related to cyber, also monitoring and evaluation and reporting on cyber capabilities and controls, as well as also incident management. The Supervisory Board and the Management Board are reported regularly also on the developments on cybersecurity risks. Overall, we feel that the company sees the risks related to cybersecurity as top of mind and is taking actions where needed. The key audit matters. Two key audit matters are consistent to prior year.
First of all, the revenue recognition, and secondly also the uncertain tax positions, where actually we have performed the same procedures as in prior year. For revenue recognition, also here we have used data analytics. All in all, our audit procedures to these key audit matters were satisfying, and also we concur with the presentation in the financial statements, as well as also the disclosures made. Changes in the key audit matters compared to prior year relate to the fact that for 2022, we also have included inventories as a key audit matter, considering the high volume and value in the balance sheet, during the full year of 2022, but also, like also the CEO mentioned, the global supply chain challenges and the longer lead times.
As a result, we have provided additional instructions also to our local teams to perform more tests of details work and also to do more work related to cutoff testing. In addition, we have performed additional procedures related to the compilation of the cost prices. All procedures have been performed with satisfying results, and therefore we also conclude that the valuation of the inventories is correctly stated in the financial statements. In 2022, we did not see a key audit matter for goodwill impairment, as we agree with management that the headroom of the goodwill is sufficient and therefore there is no triggering event for impairment. For sure, considering the magnitude of goodwill in the balance sheet, we have performed very detailed procedures here.
Related to non-financial information, the company is presenting the non-financial information based on GRI standards as well as own reporting criteria. In also agreement with the supervisory board, we have selected certain KPIs from Brighter Lives, Better World and are included in the scope of our audit, especially related to impact revenues and carbon footprint for Scope 1 and 2 as Scope 3 is not yet included as the company is improving there on data availability and data quality. Of course, in the near future, the CSD will apply, and during 2023 we will for sure also look at the steps that are being made by the company there. Changes in key audit matters compared to prior year relate to the fact that we did not include Brighter Lives, Better World as a program any longer as a key audit matter for non-financial information.
The same goes also for Cooper Lighting and Klite Lighting as they are now included for the second year in a row in the reporting. Climate-related matters and ESG have increased significant attention also from public at large. In our view, it's also very much anchored in the strategy of Signify. Therefore, we have included a key audit matter on the set sustainability and the relevance also of the non-financial information, considering also the risk of greenwashing that is being discussed more frequent also in public at large.
We have specifically related also our work in relation to carbon footprint and sustainability revenues, and based on our procedures, we are of the opinion that the information presented is balanced, relevant, suitable, and also accurate. Important to note here also is that the impact of climate-related matters are also considered in preparing the financial statements by the company. One of the examples I can give here also relates to conventional business, which is also disclosed, for example, on Page 94 in the annual report. For significant estimates, I can confirm here that we concur with the estimates taken by the company and that we did not have any discussions related to the use of the estimates. It's good for you to know also that we report on a quarterly basis to the audit committee also on the developments of significant estimates.
Here I can mention that we have no significant audit differences and all are in acceptable ranges. All in all, our audit work resulted in a combined auditor's report which is included on Page 172 in the report. We have unqualified auditor's opinions for both financial information as well as also non-financial information. We have assessed that the full director's report, including the remuneration report, is in accordance with law and regulation. Finally, I would like to give you some reflection on the communication and the interaction we have with the company. Our reporting to Signify relate to the audit plan, the quarterly reports that we bring out to the audit committee, the audit results report, and of course our auditor's opinions.
All reports are discussed with the management board and the audit committee. During the year we have very regular contact with the finance organization, of course, as well as also with the board of management. We have attended all audit committee meetings during the year, as well as also the executive sessions. We have regular contact with the chair of the audit committee, also in preparation of the audit committee meetings. On 24th February 2023, we have also presented our auditor's results report to the full supervisory board. Even though I'm not an expert in culture and behavioral matters, I can inform you as follows about the way we work together with Signify. In our view, it is professional, proactive, and open. I feel no limitations to report observations or matters to the management board or the audit committee.
Our observations are taken very seriously and where relevant also follow-up actions are being taken in a timely manner. We have regular updates with internal audit, and we share also insights from each other, but we have no reliance on internal audit in our auditor's program. All in all, we notice the right tone at the top in working together with Signify. We also have presented the audit plan 2023 already to the audit committee in early May under the precondition of our reappointment by the AGM as an auditor for Signify today. The audit plan 2023 is in line with the audit plan 2022, and we have solid scoping. The key audit matters we expect for 2023 to be relevant sure will be related to revenue recognition and uncertain tax positions.
During the year also we will update where relevant if we have new insights or developments are relevant as well. For sure, CSRD implementation will be top of mind in our audit as well. Thank you very much for this opportunity. Mr. Chairman, I would like to give over back to you. Thank you.
Thank you, André. Ladies and gentlemen, we now come to your questions on the topics mentioned on the agenda items one through six. Who may I give the floor? Okay. One, two, three. Four. Okay. The first is the lady in the second row.
Test. Thank you. My name is Diana de Wolff. I work at Robeco, today I speak on behalf of a group of institutional investors, including Robeco and Triodos. First of all, I would start by thanking Signify for the dialogue we've had prior to this AGM on a broad range of topics, we look forward to continuing this dialogue going forward. With regards to Item 2, i had a few questions. Last year, nearly 30% of the votes were cast against the remuneration report. As you also mentioned, after shareholder consultation, several improvements were implemented. We welcome these improvements, in particular the increased disclosure on the annual cash incentive, financial performance metrics, and the commitment to address key shareholder concerns identified following the consultations.
Next year a new policy will be up for approval, and we already want to say that we look forward to providing feedback on the policy and would already like to hear your thoughts on two relevant topics. The first one, the past years brought major challenges in setting performance targets. We see that in the Netherlands and across the world executive pay is receiving more and more scrutiny. Can the Remuneration Committee elaborate on how new targets will be set and how you will ensure that these are sufficiently stretching and payouts appropriate? Second, in general, overlapping STI and LTI performance metrics are not viewed as best practice. We see that free cash flow will account in 2023 for 30% of the STI and 25% of the LTI.
Can the Remuneration Committee reflect on the current choice of performance metrics and whether you are considering any changes as part of the remuneration policy review? I also have a few questions regarding agenda item four. We are, as mentioned before, facing a very tough global context, and the war in Ukraine is top of mind. It is important for investors to understand how companies respond to this conflict. We have seen that some Dutch companies have been under a lot of pressure over their decision to continue business in Russia. In your recently disclosed quarterly report, you report incidental items related to operations in Russia. However, your business exposure in the country is not fully clear.
We would like to ask Signify whether you can elaborate on the decision-making within your board on exiting or not exiting Russia as a result of Russia's invasion of Ukraine. How has Russia's invasion of Ukraine impacted your disclosure controls and oversight, and if you're planning to provide more disclosure pertaining to your business in Russia? Thank you.
All right. Thank you very much. I suggest we start with the chairman of the Remuneration Committee to respond on Item 2. Gerard.
Thank you, Arthur, and thanks for the nice comments about the dialogue that we had, and we certainly will continue that. Looking at the upcoming new policy, we have started to work to basically update our policy. It will be brought to a vote next year in the AGM. There will be a consultation process that will involve all stakeholders, as we basically did last year. When it comes to performance targets, you had two specific questions. One on performance targets. Are they challenging enough? Last year... I mean, first let me explain how we set them. They are an integral part, these targets, of the budget cycle for the company.
It is good practice that the targets for management are equal to the budgets that we agree with the board for the company as a whole. Secondly, we are very strict on not applying any discretionary powers to change either the targets or the outcome. In fairness, when you look at last year, we had 8 targets for STI and for LTI. 5 of them came out with 0. Probably the Board of Management would argue that they were too challenging instead of not challenging enough. The answer is yes, we pay a lot of attention to it, and we always try to find the right balance, and the right balance is they should be challenging, yet doable. That is the way we look at them. Your second question is on free cash flow.
Yes, free cash flow is both an element of the AI and the LTI. Although the LTI of course spans a three-year period, where the AI just looks at one year. We always have done it that way for, I think, the last six years. The reason is also pretty straightforward. It is a very important performance indicator also as it relates to how shareholders see the company. As I said, we are in the midst of reviewing our policy going forward. Certainly this will be one of the elements that have been flagged up and that we will take under consideration to either change it or continue with it. Certainly, it also has been earmarked by us as a point that needs attention. Thank you.
Thank you, Gerard. Regarding the Ukraine and Russia situation, I'd like to hand the floor to CEO Eric.
It's effectively an important subject. Let me give you more understanding of what we have been doing and maybe more disclosure, although I believe that we have already given, you know, sizes and numbers about our position in Russia. When the war started, we immediately stopped all investments in the country. We complied immediately with the sanctions regarding, you know, the offers we could sell in the country, as well as the customers we can sell to in the country. We subsequently very quickly stopped all marketing activities, and we have not taken any new business there from new customers since the start of the war.
When we look at the consequence of these measures in number, I would say Russia and below Russia was about, you know, 1% of our sales before the war. This has substantially reduced in 2022 to half of it, so it's now about 0.5%. At the same time, we had to let go many people in our Russian subsidiary, so more than half of the people have left the company. Where that lead us for the future? We see that situation and that scope moving forward, still continuing to go down. We are at this point in time studying different scenario for what's going to happen in the future, taking into account 2 fundamental things.
First of all, in Russia and below Russia, but Russia being the major part, we do not have any industrial assets. We just have a commercial organization. When we wanna make a move of any nature. We have to make sure that we have in mind the safety and the liability on our Russian teams being there. We working on it. You know, whenever we could communicate, whenever we're gonna be able to communicate to the markets and to give a clearer picture of what's gonna happen next, we'll do it.
Okay. Thank you, Eric. The second list, questions are from this side.
Hello. Good afternoon. My name is Peter Vertegaal. I'm a representative of the Association of Sustainable Development. We can say that we are pleased with the progress on system sustainability as Mr. Van Ast just told us. That is a good point. We have, although, 4 questions. 1 concerns biodiversity. That is pretty low on the materiality, although you stated in your annual report that it is, that you have some goals by the end of 2023. Our questions are, could Signify comment on progress made regarding completing all steps by 2025 on biodiversity? Is it also willing to publish the roadmap on biodiversity? That is the first one. The second question concerns carbon credits.
We are pleased with the reducing of carbon, but you have some rest obviously related to flying and some carbon that you still is hard to get away, rid of. You compensated that with South Pole, that was in the news that Follow the Money detected issues there, not really as much as offsetting as they promised to. Our questions are, how are you handling that? Are you noticing these problems? What is your policy regarding the future concerning offsetting carbon? The third question concerns lobbying. In general, we have seen as VBDO that 89% of companies are lobbying against Paris Agreement in Brussels, really high number.
In your annual report, you make some, you know, statements that gives us a bit more relaxed attitude towards Signify. Still, we would like to ask you, are you willing to report more extensively on lobbying? How do you monitor and how do you address potential misalignments, if there are any? Finally, the fourth question concerns CSRD, just as Ernst & Young already mentioned. What are your, what is your progress and what gaps do you expect, and how are you handling that for the upcoming year? Those are my four questions.
Oh, okay.
Thank you.
In all cases, Eric, all yours.
Four deep questions. Hi again, Peter. Look, on the first question, which is about biodiversity, this is something that we had already talked about, I think, last year. We have effectively done what we said we would do, which means that we have done a full analysis and survey on our own facilities and operations. As a consequence of that study, we realized that there was no additional mitigations to perform, which is a good news. Now, we need to look at the subject of biodiversity on our full value chain, you know, including our suppliers and including our customer, especially in the product use phase.
Our timeline is that in 2023, we do the assessment, and at the end of 2023, we should have a roadmap on what needs to be done when it comes to diversity, this time on the enlarged value chain until 2025. To your question, are we going to be able to talk about our roadmap until 2025? We will. Your second question is about.
Carbon credits
... carbon credits. It's a larger question because it's also touched the South Pole, you know, and what has happened recently. Our position is that first we welcome scrutiny. I think that more scrutiny can only get this process of carbon offsets, better, and stronger. To take some distance on the matter that we looked at very seriously, South Pole is questioned on one project, so that project is called Kariba. When we look at our carbon offsets, we are not getting offsets from that project at this point in time, but we used in the past. We immediately went to South Pole, to question them on the matter, and they gave us the assurance on two different things.
The first one is the way for deforestation or reforestation, the carbon offsets are calculated is complicated, but they ensure us that there will be no modification on the past offsets. Maybe they would have to limit the ongoing offsets, you know, on this project. At the same time, they gave us the assurance that there is a full study which is done on this Kariba project, and the results are gonna be made available probably at the beginning of next year. What we did on top of that, we analyzed the four projects that we are actually using to offset. We looked at the independent audits that were done on these programs, and we find no irregularities.
In our own process, what we are trying to do at this point in time is add an independent audit that we would decide, you know, to bring on for future projects, but also for future carbon out-offset providers. An audit that we would do on our own. We're gonna implement, you know, that new process, taking into account the lessons of the past, but also including, you know, the guidance of the Integrity Council for Voluntary Carbon Market, which has given a few guidance in that matter. As you can see, we were diligent, you know, talking to South Pole, trying to understand what is going on, saying that, you know, we are not at risk when it comes to our carbon offset, and we're putting in place stronger processes regarding this particular issue.
Let me now talk about the lobbying, which is a broader subject. First of all, we are not at all against the Paris Agreement. On the contrary, what we're trying to do is to go 2x faster. Meaning that if you take 2019 as a reference, we want to achieve the target in the Paris Agreement in 2025, when it would normally have been 2031 in the Paris Agreement. Basically, we want to achieve what would have been our objective in 2031 in 2025. We're not only, you know, an advocate of the Paris Agreement, but we want to do better than what the Paris Agreement says. Now, you know, when it comes to lobby, yes, we are working with different associations.
We are a leader in our industry, so we are vocal, we are very active when we participate in different associations, and we are listened to. At this point in time, we don't see any misalignment between, you know, the association vocations that we're working with. On the contrary, we work with them because we are aligned, we see things in the same way, and we want to help some of the issues on the agenda, and it's very often to go faster, so we're pushing. On your last question, which is about CSRD, which is, you know, a big undertaking that we have started. This should come into effect in our 2024 annual report. We are on track to achieve that. Let me tell you what we have done.
First of all, in 2022, we have conducted a full gap analysis. At this point in time, we're also conducting a process of double materiality assessment, like we should be doing it, in order to see what we need to do and how we need to consider the 12 European sustainability reporting standards. We know already that on those 12, three are gonna be fundamental for us to tackle. There also other four we believe, they're gonna be important for us, but we need to wait for more clarity. We have started on the 3+ four to put working group in place to work on these standards.
The only issue is that we need to wait for the double materiality assessment to see what we do with the five remaining and how we need to get involved. We're working on it. It's a lot of work, but we think it needs to be done, and we'll be on track for 2024.
Thank you, Eric. The third person.
Sorry.
Thank you, Chairman. My name is André Jorna. I speak on behalf of the Association of Shareholders, the VEB. Mr. Chairman, when we look at the figures of 2022, we see that there have been financial parameters and a few that declined. As such, Q1 2023 didn't really show any improvements, rather deterioration of the situation. What we saw is that the share price dropped was 10% on that day, and that's not what makes shareholders happy. The economy is hard to predict, still, Mr. Rondolat, in his comments on the figures, indicated that he sees Q3 and Q4 of this year having a significant improvement. Our question is, what assumptions did you use to come to such a forecast? Then a second question.
You also indicated that the increase of profitability and strict cost discipline would happen within Signify. Where are you going to cut costs? Is it in reducing staff? Are you going to do something else? Maybe the fixed costs. Do you have the pricing power to, in addition to reduced volumes, also use other measures to support profit in order to return margins from 8.9% to, as we saw on the outlook, 10.5%-11.5%? That's a major step.
We have some reservations about that point, but we'll be very happy to be informed. A second question. This is about online sales, 12.5%. To which extent or to which level you think you can boost this? Is it top off or is it at the expense of something else? The order book. We couldn't find any information about the order book. Did it grow? Did it decrease? What's the state of play around the order book? R&D, the R&D department. How does Signify measure the ROI, 3.9% of revenues, and the efficiency of those investments? Is this something that might also fall within the scope of cost reductions? Russia has been discussed. I let the question... Fluence. Fluence strengthens your position in agriculture.
To which extent it is true that the market also resounds with the story that Megatronix better connects with the transfer from assimilation lamps to the LED lighting systems. Those were my questions. Then I'll have a separate question to the auditor. Can I do that right away?
Sure.
Sorry. Yes, please share your question right away. As for the auditor, the guidance of NB is 1118, and that indicates that the role of the auditor, who was very dominantly present, should be even more dominant to the extent that the auditor should not only express himself on what he did and how he did it and what he thought about it, and not only in respect of the financial reporting, but also in terms of all kinds of other reporting. In other words, the auditor should give a more proactive assessment of Signify, not only about cybersecurity, but about the tone at the top, the corporate culture, about internal control systems. My question to the auditor, therefore, is whether he thinks that he himself, together with experts, can do this. Would he like to play this role this way?
That's relevant for the reappointment of the auditor. As a follow-up question about this new role that is prescribed by the Professional Association, I wonder which highlights or which topics have been included in the management letter. In this way, we can have more information than the very fact that he did write a management letter. This is something we are going to ask more questions about in the future. Now, you can say you checked IT systems, but my question is: How did he check change management, for instance?
Okay. Thank you very much. The figures on 2022, 2023, Eric or Javier?
Look, a lot of very important question that you're asking on the dynamic of 2022 and 2023. Let me come to it simply. We've already communicated that to the markets. 2022, we had a decline of the gross margin of about 210 basis point, gross margin, which had never happened before, you know, mostly linked to Forex, you know, inflation. We see that the pressure that we have on the gross margin is easing up because of the supply chain becoming again more normal, and we are capable to extract cost from our suppliers in the cost of goods sold.
When you look at the performance in Q1, yes, it's deteriorated from a bottom line perspective, but there's an improvement of the gross margin because the gross margin went back to 39.3%, and it was much lower the previous year. When you look at how we see the end of the year, we see an increase of the profitability in the second part of the year because the gross margin of the company in H2 was around 37%, and we had 39% starting the year. We believe that moving forward, we're gonna have a positive differential in the H2. At the same time, you've noted it very well, we need to reduce cost.
Our cost base need to be adjusted, and these are the two actions that we are putting in place in order to rebuild on our operating margin. Where can we bring the cost down? We can bring the cost down, now I'm talking about the fixed cost, in the central part of the organization. You know, in the past years, we have been reducing the central cost of the organization. I think we need to do it further, and we need to adapt, in general, our cost to the top line. You know, the way we measure cost and fixed cost in the company is in a kind of variable way. We look at cost over sales. We need to have the costs that are justifying our capacity to generate a top line.
The plans have been laid down in order to be able to do so. At the same time, there are some projects today that are costing money, projects that, we're gonna have to prioritize. I'm not talking about R&D, I'm talking about different types of projects, to support the business that we'll have to prioritize and probably to scale down. Not stop, but scale down, in 2023. Pricing power, you're absolutely right. We have a pricing power, but we have increased price quite substantially in the past years. For us, if we have a gross margin around 39%-40%, price is not the issue. Cost is becoming an issue that we need to solve in order to generate operating margin.
From a price perspective, we don't expect to have to price up in 2023 because we priced up in the past years, you know, given the increase of cost, and we think that our cost price on the market is today at a competitive level.
Online sales.
Online sales, so I continue with the question. Online sales at 12.5%, you know, it is just the start. I think we see that number increasing regularly over the years. The reason that number, a bit which is on top and a bit which is cannibalizing the existing business, but we believe that if we're capable to be in front of our customers, with the right information online, helping them to make fast choices, which is what we are doing with our online platform today, this will also increase the business. There's a bit on top of, and there's a bit which is cannibalizing. Order book, our order book increased a lot in 2022, the end of 2021 and all 2022, especially given the difficulty we had at one stage to deliver our customers.
Now that order book has come back to historical levels, and I would say that on some specific markets, and here I would touch the professional market indoor, we see our order book going down as a reflection of that market, which is also going down. R&D department. Efficiency of R&D. This is something that we measure. We have different measures for that. One of the measure that we use is what we call first year sales. Basically, we look at how much gross margin and profit a new offer is generating in the first years of the launch of a product in line with the business plan. When we do an R&D project, at one stage, we have a business plan.
This business plan needs to be validated. The validation of the business plan is the start of the project being launched and also the commitment that is taken by the team in order to create value. That is reviewed, you know, every quarter, you know, on a rotating basis. That's one of the indicator that we use. On a yearly basis, we use another way of looking at R&D, which is, you know, a return investment based on the money which is spent and the value being generated more generally. That is done once a year. We have those two methods. I am not too sure I got your exact question on Fluence and Megatronix.
You know, what I would say is the acquisition of Fluence has been a good acquisition from a strategic standpoint, but operationally, we have made the acquisition when the market reverted. The market has gone down because of oversupply, but also because of the price of energy. I would say that at this point in time, although we believe that directionally and strategically that's the right acquisition to have done more because of the macro than because of competitors that are all in our situation, we are not generating the expected benefits, and we are not creating the expected value on the acquisition of Fluence.
Thank you, Eric. Regarding your fifth question relating to the role of the accountant, let me start with a few remarks from my side. Of course, we follow these trends as well. Yeah. We, I think you could hear in the introduction of Mr. Wijnsma that aspects that you mentioned, like cyber, culture, et cetera, have the intention. He already devoted some words to it. Regarding the management letter, it's the old subject. It has been on the table with almost every shareholders meeting with any company. It is a management letter, so it is intended for the management. Yeah. Of course, shareholders want to be informed if there are any critical disasters pending that the accountant should have noticed, and hey, why didn't he warn anybody?
I think we are fortunate in the sense that the management letter, like the quarterly meetings Mr. Wijnsma was referring to, we call as homework and progress. You know, in a company, there's always things that need to be done better and more consistently rather than there are threatening disasters. I think we are fortunate that we don't get red cards in that sense. Hey, come on, you made a lot of progress. Next quarter, please focus a bit on that. If we would be too vocal on this, it might be misinterpreted by the outside world that something that is intended to be further progress of improvement is felt like pending disasters.
Before I give the floor to Mr. Wijnsma, maybe, Javier, you could give a few comments. I'll come back to you, Mr. Jorna. Yeah.
Yeah. Thanks.
The comment that I'm specifically gonna come back to your point on especially the controls environment and some of the management topics that have been discussed, I think André, in his talk, has already referred to that. Look, the controls environment we have, I consider it very robust. If you look at our first line, second line, third line of defense, that's all being discussed with the auditor. We have quarterly meetings in the audit committee. We bring up any kind of relevant matter that comes back from the financial numbers, but also from the non-financial information, and these are the things we discussed.
We talk about the disclosure specifically to your question. If you look at the annual report, and what André just talked about, some of the key matters have been discussed, and they're also discussed in the annual report. If you go back to the annual report, revenue recognition is clearly described as a key audit matter in our business to be very clear on, and it's being described in the annual report. We talk about the uncertain tax positions which are being described, and that's what we talk on a regular basis. If anything changes our tax positions, yes or no. Then, as a key audit matter, of course, inventory valuation in 2022, because of the longer supply chain, the higher inventories, that's been another matter that has been described also in the annual report.
On top of that, you've also heard André talk before, and we talk at every quarterly meeting. It's a non-financial information. The readiness, the accuracy of the numbers, sorry, the ranges we estimate, and so these are the key audit matters which have been disclosed in the annual report. I think that's already a good step forward that you have visibility on what is the key audit matters. There's many other smaller things, but we don't believe they are key matters. I think that also is a reflection of the collaboration between the auditor and ourselves. As André said, they're being discussed very openly, every audit committee. There's nothing that can't be said, and that's the practice we have.
I saw you raise your hand. You want to comment before I give the floor to Mr. Wijnsma? What is.
Sorry. Well, a question about the order book. What is the size of the order book compared to revenues? You said it was robust and that it had increased, but in the report we see no amount about the size of the order book compared to revenues, for instance.
Beginning of the quarter, the order book is between 20%-30% of the invoices for the quarter. That's pretty typical.
Okay. Mr. Wijnsma, you want to add a few comments?
Yes, thank you for the question. I think I also already prepared for the new guideline of the MBA in my in my storyline. I have already discussed about the tone at the top, about culture. I do personally also appreciate the open dialogue with the with the shareholders, as long as I'm experienced in doing so. It should also be part of our audit scope. Mr. Rondolat already mentioned that Signify has 74 countries in scope. We have something like 20 countries in scope for our group audit. It's not easy to say something about culture across the globe. What I can say is in the way we work together with each other and also the reports that we receive from our local auditors, that there is no discussion about fundamental topics.
In my view, and that, shows at least there is a very professional way of working together. Like also Mr. Javier van Engelen said, it's open and transparent, and I do not feel any hesitation to say something. I think also audit committees plays a very important role here as well. If you look at the control environment, I think, yeah, Signify has a very solid control framework, which we also use, for example, for fraud mitigation factors, as well as also in our audit approach. Yeah, I think, yeah, that is also being reported in the director's report also, how the control framework actually is organized in order to mitigate the risks that are relevant for the company. Overall, I'm comfortable to have the open dialogue, as long as I'm really also experienced in doing so.
Culture is a very complex matter, which our MBA here or this association of auditors has indeed mentioned that we should be more open about it. I think with the words that I just mentioned, I give some flavor also on how we work together with each other. Is that sufficient?
All right. Thank you, Andre. The fourth person to ask a question was on the first row. The microphone is coming.
My name is Boom, Mr. Chairman. I have a question about taxation. What is this about? In the House of Representatives, there were some proposals to stop what we call the Innovation Box. All the money only goes to companies who don't need that money. My question is, to which extent do you use or have you used the so-called Innovation Box in the past financial year? What is your position on the related risk, as a result of the statements made in the House of Representatives? If you use this or have used this in the past financial year, what did it relate to, and how is it being reflected in the annual accounts in terms of taxation, maybe under the heading tax incentives, for instance? That's my first question. I have a question on the tax losses.
They, no tax has been taken back. EUR 476 million is the amount. It even increased compared to 2021 because then it was EUR 464 million. How do you deal with this? Do you manage these tax losses in some way? Because it would be a pity, so to speak, if it all would simply evaporate. There may be possibilities to study possibilities whether this could be sold off, or turned into cash even if you receive 30%.
Okay. Should I suggest, Javier, you give the answer?
Yeah. Thank you all for the more technical
Yes, thank you for the technical questions.
Use the Innovation Box. We've been using it all along, and basically, we don't disclose the amount. It's getting less importance over time. Yes, it's a part of the total incentive structures and the tax rate we report, so we do get a benefit there. The use and the discussion in the parliament, let's see where it goes. It's an important element for many other companies. For us, it still is relevant for what we do in Holland, but I think it's too early to anticipate what's now exactly gonna happen. If it disappears, it will have an impact on us also. I think, we should not anticipate because I think there's gonna be a lot of other companies with much bigger impact than what we have today on the Innovation Box itself.
On the fiscal losses, this is a good question. It's a significant amount, and yes, we do look at it. We look every year. If you look where those losses come from, they're usually historical losses from many, many years ago. We basically look country by country, look at any opportunity to generate profitability that allows us to compensate some of those losses. It comes back to the profitability of each and every market where those losses have been generated in a past which often is very long ago. A strategy, we look at country by country. Every year we look at the uncertain tax positions on what we could recover, not recover. Give you one example.
In 2022, we did recover part of that in one of the countries, because of the sale of a real estate asset. When we have the opportunity, but it has to be done local country by local country. When we have an opportunity to generate a one-time significant tax benefit or a profit that we can offset some of those past losses, we will do that. The thing is that you have to go country by country, and there cannot be kind of a group strategy. It has to be looked at country by country, profitability for the future compared to the losses of the past. That's what we're doing now. We believe that over time, we'll be able to recover at least part of those losses.
A big part of those, tax loss carryforwards have no statute of limitation. The other thing we always look at is what of those losses will expire in the next year, and can we do something with those? Good for us is that, the majority of the losses have no statute of limitation. It's even mentioned in the annual report, the biggest amount of that. Yes, we actively manage it, but there's only so much we can do in view of the size of the losses, the country, and the profitability in that country. Every opportunity, we of course take that, yes.
All right. Thank you, Javier. Sorry, a follow-on question.
Chairman, you keep talking about transparency. Now, my question is, why won't you disclose that amount? If you do have it, where is it then? Where is it in the tax overview? Well, in part it's in the tax incentive and the effective tax rate. That is where we incorporate it. Why don't you wanna mention the amount? Well, we never disclose those matters. Well, there's no reason not to do it, says the shareholder. You're always talking about transparency. Well, transparency, if these are crucial things that are not essential and important to competition, then we prefer not to do it.
Information that is not relevant for many investor, and then from a competitive point of view, it is something that we don't disclose. Neither many other companies do so.
Well, for an investor it is important. I mean, if it were to be discontinued, what would the implications be?
Once there's more clarity on what would be the case, but at this point in time, there's nothing really happening on that side, so more than the talk which is going on. As soon as there's anything more known about it and it would have an impact, then we'll obviously disclose that.
Well, this is not very satisfactory.
All right. Any further questions? If not, we move to the voting procedures after which you can vote on the agenda items just discussed. Martin, could you please guide us through the formal announcements and explain the voting procedure?
Thank you, Arthur. I will begin with some formal points on the voting. At the start of the meeting was present or represented a capital of 100,714,410 shares entitled to the same number of votes, so 100,714,410. In view of the number of issued shares that can be voted on as at the record date, this means that 80.41% of the issued share capital entitled to be voted on is either present or represented at this meeting. Prior to the meeting, shareholders could exercise their voting rights by giving a proxy to the independent notary. These votes were received by civil law notary Cindy Smid at Zuidbroek Notarissen.
She is present here at this meeting and has confirmed that she shall cast the votes in accordance with the instructions that she received. The votes that she received will be taken into account in the electronic voting during this meeting and will be jointly reflected in the voting results. As a final point, the board of management and the supervisory board did not receive any agenda proposals from shareholders. Let me now explain the voting procedure during this meeting. Would you now please take your voting device? You can enter your voting card with the arrows at the bottom and facing you. Your name will appear on the display. When the vote opens, you will see the voting options. If you don't see these, please raise your hand so we can assist you. You can leave the card in the device during the entire meeting.
To cast your vote, please press either one, two, or three. If you want to vote for, press one. If you want to vote against, press two. If you want to abstain, press three. In the display, a confirmation of your choice will appear. If you wish to change your vote, simply enter your new choice. Your last choice will be recorded. After the vote closes, the voting results will be shown here on the screen. I will then state the rounded percentage of the votes that were cast in favor of the proposal. The voting results will be published on the company's website after the meeting and will be included in the minutes of the meeting. That concludes my remarks. Back to you again, Arthur.
Thank you, Martin. We will now start the voting. The first proposal that you're gonna vote on is agenda Item 2 and regards the advisory vote on the Remuneration Report 2022. The voting can start. You now can cast your vote on agenda Item 2 by selecting the vote of your choice. As said, one is for, two is against, and three is abstain. If your voting device does not work properly, please raise your hand so we can assist you.
In a few seconds, we will close the voting. The voting is now closed, and the screen shows the voting result. As you can see, 92.93% of the votes is for the proposal, which means that the required majority for this proposal was met.
I thus conclude that the Remuneration Report 2022 is approved. We'll now go to the next voting item. The proposal on which you can vote now is from agenda Item 4, proposal to adopt the financial statements for the financial year 2022. The procedure is the same. On the display of your device, you will see the three choices.
The voting is closed. As you can see, 99.92% voted for the proposal, which means that the required majority for this proposal was reached.
Thank you. I thus conclude that the proposal is accepted and the financial statements for 2022 are adopted. I shall now move to the next voting items, which is the proposal to adopt a cash dividend of 1.5 EUR per ordinary share from the 2022 net income. Please, if you can now cast your vote on the dividend proposal by selecting the number of your choice.
The voting can be closed. As you can see, 99.32% of the votes is for the proposal, which means that the required majority for this proposal was reached.
I thus conclude that the proposal is accepted and the proposed dividend is adopted. We will then go to the voting on agenda Item 6. This regards two voting items. The proposal which you can vote now is from the agenda Item 6(a) , proposal to discharge the members of the Board of Management in respect of their duties performed in 2022. Please, would you now vote on this proposal?
The voting can be closed. As you can see, 96.3% of the votes voted for the proposal, which means that the required majority for this proposal was reached.
I thus conclude that the proposal is adopted and that the members of the Board of Management are granted discharge. We move to the second vote under this agenda item, which is agenda Item 6(b), proposal to discharge the members of the Supervisory Board in respect of their duties performed in 2022. Please vote now on this proposal.
The voting can be closed.
As you can see, 96.31% of the votes are in favor of the proposal, which means that the required majority for this proposal was reached. I just conclude that the proposal is adopted and that the members of the Supervisory Board are also granted discharge. We now go to agenda Item 7. On the agenda is the proposal to appoint Harsh Chitale as member of the Board of Management. Harsh Chitale joined our company in 2015 to lead the company in Greater India and leads the company's Digital Solutions division since 2017. The Supervisory Board has nominated and recommends the appointment of Harsh Chitale to the Board of Management in view of his deep knowledge of Signify and a proven track record in many different roles.
Under his leadership, Signify has strengthened its market position in the professional segment, and also Harsh played a crucial role in the acquisition and integration of Cooper Lighting in the U.S. The proposed appointment is for a term of four years. Harsh, could you please briefly introduce yourself?
Thank you, Chairman. Good afternoon, ladies and gentlemen. My name is Harshavardhan Chitale, or in short, as the Chairman said, Harsh. Just by way of brief introduction, I joined Philips Lighting or Signify in 2015 to lead India market, India and the SAARC countries. I moved to Netherlands to lead what was then Business Group Professional in September 2017, which is now called Division Digital Solutions. Prior to joining Philips Lighting, then, I worked as the CEO of HCL Infosystems, which was a public listed company in India. Before that, many years with Honeywell in different roles in the U.S. and also as CEO of their publicly traded subsidiary in India called Honeywell Automation India Limited. Different innings in India, U.S., and now for the last few years in Netherlands.
I graduated as an electrical engineer by trade and engineer at heart. Technology, innovation, transformation, and making a positive impact to the world is something that energizes me, and that's why I find Signify such a great place to work, because there's a lot of that that we do out here in Signify. I've been working with the world of software, controls, sensors, and IoT throughout my professional life, and it's great to see that entire wave of innovation and technology also now coming to the world of lighting, where we as a company are playing a leading role. On a personal note, I'm married with a son and a daughter, and for the last five years, Netherlands is our home. I look forward to contributing to Signify in another role as board of management if elected by the shareholders.
Thank you for the nomination, Arthur. Look forward to interacting with you in future engagements.
Thank you very much, Harsh. Are there any questions from the shareholders? I see Mr. Jorna. Okay. Mr. Jorna, go ahead. The microphone. Who has stolen the microphone? No, no, there.
Sorry. I apologize. I'm sorry for surprising you. Anyway, Chairman, excellent candidate. Unfortunately, an internal candidate. Could you point out perhaps why you're extending the board of management from three to four members? Is that because of the additional software that is contributed or are there any other reasons?
Indeed. Already for a few years we have been discussing within the supervisory board and also with the board of management the desired size of the management board. We came to the conclusion that with three, we are a bit more vulnerable. Well, what happens if something happens to one of the three members? The other is also having, you know, sharing the load among more shoulders. On the one hand you might say, what's going to be different because Mr. Chitale is leading the Digital Solutions division and will continue to lead that.
It still makes a difference whether, you know, are sitting at the table where the strategic direction and the resource allocation, etc., is discussed where you're an active participator or whether you hear the conclusions, even if that is an hour after the meeting. We have been considering this for a while. We also looked into the acquisition of Cooper, how that would go under the leadership of Harsh Chitale. We were quite happy with that progress. We came to the conclusion not only that it was wise for us to take such a decision, but also meanwhile he had earned and deserved such an appointment. For that reason, we wholeheartedly and enthusiastically propose this appointment, and it will make our board of management again a bit stronger. Any other questions?
If not, we'll move to the voting of this item. The proposal on which you can vote is from agenda Item 7, proposal to appoint Harsh Chitale as member of the Board of Management. Please cast your vote. The voting can be closed. As you can see, 99.88% of the votes are in favor of the proposal, which means that the required majority for this proposal was reached. I just conclude that the proposal is adopted, I think this qualifies as quite a majority. Harsh, congratulations. Thank you. On the agenda now is the proposal to appoint Sophie Bechu as member of the Supervisory Board. When proposing someone for appointment, we take account of the board profile, including diversity, as well as desired expertise and experience.
The Supervisory Board has nominated and recommends the appointment of Sophie Bechu to the Supervisory Board in view of her extensive executive experience in operations, services, and technology. We believe that her experience in operations and a strong connection to the U.S. market is very valuable, especially since our acquisition of Cooper Lighting in 2020. The proposed appointment is for a term of four years. Sophie, could you please briefly introduce yourself?
Thank you, Chairman. ladies and gentlemen, members of the boards, first of all, let me thank you for the honor of being considered for appointment to the board of Signify. My name is Sophie Bechu. I'm 62, been married for 30 years, and I'm a happy mother of four wonderful young adults. In my roughly 40 years career, I've always been driven by the desire to understand and improve what I was finding. Like Harsh, I am an engineer by trade, so curiosity of what was happening left and right mattered. I've mostly operated in the domains of supply chain, be it, planning, fulfillment, manufacturing, engineering, procurement, logistics, and also services, whether it is IT outsourcing services or customer support services.
The going from the back office to the front office really ingrained in me a deep passion for the customers as well as the desire and the understanding that you really need to connect in a company the back office from the front office, otherwise the customer experience goes nowhere. Parallel to that, I'm gonna call it operational bandwidth, I've had the chance to live in many countries, the USA, Europe, India, and China, and that has allowed me to understand better both the needs and the behaviors of a customer in those countries. You have my commitment to give all my passion and focus to Signify and to work with my colleagues in the Board of Management and in the Supervisory Board to Signify success for the years to come. Again, thank you for your confidence.
Thank you, Sophie. Are there any questions on the proposed appointment of Sophie Bechu? I see two hands. First, the lady in the middle.
Thank you. Signify is recognized as a leader in lighting, and this comes with very unique challenges given the conditions we see today, so military conflicts, supply chain disruptions, rising energy prices. In this context, we think it's really crucial for the Supervisory Board to be adequately equipped to weather the storms, as you also mentioned before. We would like to ask you if you could reflect on how you evaluate the prospective candidates' current and past roles at other companies, and how you plan to do this going forward. Secondly, what is your long-term plan for ensuring that the board's level of independence, expertise, and diversity remains in a good state so that you are able to weather storms? Thank you.
All right. Thank you for your question. Yeah. Let me describe the process in this time, the second question is more how do we look forward in, with a longer horizon, yeah? In this case, we said to each other, today we are a board of six persons, yeah? We are quite closely connected to the, to the business, which is an advantage in a relatively short, small board. If a board becomes too small or too large, nine or 10 persons, that gets a bit tougher. We think the optimum size of a board should be at least six in order to reduce the vulnerability. Should not be more than eight.
Six, seven, and maybe in a transition period eight is about the size we consider good. In that context, we thought we really would like to have another member, particularly coming from the US because of the exposure we have in the US since the acquisition of Cooper. Of course, we have Rita Lane, a highly appreciated member. Having two members would be really desirable under our specific circumstance. That was 1. Regarding the diversity, we said we would like to have a person, preferably a lady instead of a gentleman. Somebody with an industrial background and in view of our competence matrix, somebody with a supply chain and logistic background would be desirable.
We went into the process, and halfway the process, we were informed by the headhunter that we involved that Sophie Bechu would be leaving Philips, huh? That would be for us interesting because of all the other aspects that I already mentioned. She also has worked with a Dutch company, knows the company environment a bit better. She entered into the candidate list. We interviewed several candidates, and she came out as the preferred one. At that stage, you start asking yourself, "Is that someone who fits us as in our Supervisory Board? And is it also a person who can be strong in cases of difficult times?" If you have members who shy away in case of problems, that's not desirable.
As the Americans say, "If the going gets tough, the tough get going." We really came to the conclusion that Sophie was having that profile. Under the recent period, she had experienced quite some tough times at Philips, yeah. You all recall the Respironics case where a lot of pieces of equipment had to be repaired or replenished in a time with logistic challenges and component shortages, it was on her shoulder to get that done in as short as possible time. Under those circumstances in the recent past, she demonstrated she could do that. We felt also with that aspect comfortable with her as a candidate.
Now looking to the more general aspect going forward, we have regular discussions at least once a year, but several times twice a year, on the future composition of our Supervisory Board. We know the rotation schedule. We think about it, what would be the desired profile of the future. We think ahead several years. You still can be confronted with certain surprises. For that reason, we don't want the Board to be too small, because then you can cope with one or two surprises. We think we have a good process in place to have a good profile of the people, but also a competence matrix that is filled nicely. Now that we can say each of the key competencies is available.
Not everybody is an expert on anything, but we have a good balance from an expertise point of view, a good balance from an international composure, and also a good balance from a diversity thing. You're never perfect, yeah, but we think we are doing quite well. I can add to this, we have been doing every year a solid self-evaluation. We continue to do that. Three or four years ago, we did it with an external help. We're going to do that this year also with an outsider who has fresh views on how we perform. We think we're doing quite nicely, but you can be blind to your own functioning, and it's good that now and then others look at this as well. That's the process.
All in all, I think, it's a solid framework. Mr. Jorna had another question as well.
Thank you, Voorzitter. Jonah Feek. Thank you. Jonah is my name from VEB. The chair already pointed at this, Madame Bichu does bring something, which is the fact that she was directly or indirectly responsible for the holy apnea case with Philips, sleep apnea. I think it was before she was there, but it is also the scan devices in Cleveland affair. I'm not sure to which extent it's a recommendation. If someone with a background in Philips in the U.S., someone who was directly or indirectly involved in these cases that are not closed yet, and that may lead to major claims, although we had a positive report today about the apnea devices. It was a Philips report, still.
Whether you have taken on board that despite all the qualities that Madame Bichu has and about what we heard, which are impressive and that are a perfect match, still there is this factor. Doesn't she bring too much weight from Philips?
These thoughts have been discussed internally at our side as well. Now let me be clear. The origin of the Respironics problems originated from before the time when she joined Philips. Of course, it is not up to us to comment on other companies. I only quote two things that have been publicly published in papers and the like. She has never been... Although it was suggested a few years ago that she was responsible at a time for quality, which is not the case. Her task was, as I tried to explain a few minutes ago, in solving the problem or at least reducing the problem by getting replacement equipment on the market as soon as possible.
Indeed, she worked for a problem that is facing huge problems, and they are not over on short notice. Philips will carry that with them for quite a while. I totally agree with you. She was a solid contributor to the solution rather than being a cause of the problem. I think we can, if needed, yeah, we can explain this clearly to stakeholders. We took it into our consideration, but it didn't play a role in the decision-making because we think it would be totally unfair to her to put this burden on her shoulder.
Yeah. Thank you, Mr. Chair. A reply. Madame Bechu was part of a so-called quality committee, which I think as of 2020 was led by some of the members of the supervisory board of Philips. Since then, they've had five meetings, and at every single meeting, Madame Bechu was present. She's been involved at the highest level in problems that she didn't cause, I would agree. In terms of solutions, for three years, we've seen no solution.
I cannot judge it in detail, but I think in essence, your statement is correct, yeah? I repeat, the problems originated before she joined, yeah? There was progress re-reporting on how to deal with this. I don't want to say it three times, but it was put on her shoulders to find a solution as quick as possible rather than being seen as the cause of the issue. All right. Thank you. Any further questions? If not, we move on to voting on this agenda item. This is agenda Item 8, proposal to appoint Sophie Bechu as member of the supervisory board. Please, would you now cast your vote on the proposal for this agenda item. The voting can be closed. As you can see, 99.98% of the vote is for the proposal, which means that the required majority for this proposal was reached.
I just conclude that the proposal is adopted and that Sophie Bechu is appointed as member of the supervisory board. Harsh, she even beat you. With 0.2% in the... Sophie, congratulations. Welcome to the team. Next on the agenda is the proposal to reappoint the external auditor of the company. Ernst & Young Accountants was reappointed by the general meeting of shareholders in 2020 for a term of three years, starting January 2020. The supervisory board now proposes to reappoint Ernst & Young Accountants for a final term of three years, starting January 1, 2023.
This proposal follows the recommendations of the audit committee of the supervisory board after it assessed the functioning of and the development of the relationship with Ernst & Young Accountants LLP, whereby it gave due consideration to the observations of the board of management. The board of management supports this proposal. Are there questions about the proposed reappointment of the external accountant? I see no hands raised. We move to voting on this item. This is agenda Item 9, proposal to reappoint Ernst & Young Accountants LLP as external auditor of the company. Please would you cast your vote.
The voting can be closed. As you can see.
Oh.
Were voted for the proposal, which means that the required majority for this proposal was reached.
Thank you. This is the first time that I see anywhere a percentage of 100.00%. It is obvious the proposal is adopted and that Ernst & Young Accountants LLP is reappointed as external auditor of the company. This concludes agenda Item 9, and we move on to Item 10. this regards an authorization to the board of management, A, to issue shares or grant shares to acquire shares, and B, to restrict or exclude preemptive rights, both under conditions stated in the notes to the agenda. This agenda item comprises two voting items that will be voted on separately. The authorizations are requested for a period of 18 months, effective as of today. These authorizations are customary with listed companies. The requested authorizations are for a single 10% of the issued share capital.
The board of management regards this to be sufficient to efficiently finance the company. Each of these resolutions by the board of management requires approval from the supervisory board. Are there questions about this agenda item? I see no hands raised, so we move to the voting. The voting now concerns Item 10(a), proposal to authorize the board of management to issue shares of, and or grant rights to acquire shares. Please cast your vote.
The voting can be closed. As you can see, 97.2% of the votes is cast in favor of the proposal, which means that the required majority for this proposal was reached.
I thus conclude that the proposal is adopted and the authorization is granted. We will now proceed to the second voting item under this agenda item, which is Item 10(b), proposal to authorize the Board of Management to restrict or exclude preemptive rights. Please cast your vote.
The voting can be closed. As you can see, 97.13% of the votes in favor of the proposal, which means that the required majority for this proposal was reached.
I thus conclude that the proposal is adopted and the authorization is granted. We move then to Item 12. this agenda item proposes to cancel shares under the conditions set forth in the notes to the agenda.
No, 11, Chairman. 11.
Awfully sorry. The two pages were sticking together. That's what I said when I need to vote. Sorry. Let me repeat again. Item 11 pertains to the authorization of the board of management to acquire shares in the company under the conditions stated in the notes to the agenda. The authorization is requested for a period of 18 months and is limited to 10% of the issued share capital as of today, plus an additional 10% of the issued capital in connection with the execution of share repurchases for capital reduction purposes. A management decision to acquire shares requires the approval from the supervisory board, and the requested authorization is also customary with listed companies. Are there any questions on this proposal?
Seeing none, we move to the voting, and the proposal is to authorize the board of management to acquire shares in the company.
The voting can be closed. As you see, 93.94% is in favor of this proposal, which reflects the required majority for this agenda item.
All right. I thus conclude the proposal is adopted and the authorization is granted. We'll move now to Item 12. sorry for repeating it again. This agenda item proposes to cancel shares under the conditions set forth in the notes to the agenda. It concerns the cancellation of shares that the company holds or acquires under the authorization of the previous agenda item, to the extent that these shares are not used for equity-based remuneration, or to fulfill other company obligations. The number of shares that will be canceled shall be determined by the board of management within the limitations of the proposed resolution. This too is a customary authorization with listed companies. Are there any questions regarding this proposal? Seeing none, we move to the voting.
Item 12, proposal to cancel shares in one or more tranches as to be determined by the board of management. Please cast your votes.
The voting can be closed. As you see, 96.95% in favor of the proposal, which means that the required majority for this proposal was reached.
I thus conclude that the proposal is adopted, and we will now move to the final agenda item. This agenda item is for any final questions. Is there anybody who would like to have the floor? Mr. Jorna.
Thank you, Chairman. I have a last remark in conclusion. There's been an accident, and EUR 100 million has been paid in damages to the related employee. EUR 90 million were to the expense of Signify, given the incorrect anchoring of goods on a pallet. You have filed an appeal against this court decision in the U.S., and you've indicated that there would be no financial problems for Signify because these damages would be covered by insurance. Would insurance also cover those damages if gross negligence would be demonstrated?
Thanks, thanks for the question. First, let's go back to the essence and make sure we get the statements right. First of all, this is an accident that did not happen at our premise. It was at the warehouse of one of our distributors. It was not our employee, neither was at our premise. The fact that it's supposed to happen to have our products on a pallet is true. The fact that you're stating that it's because of negligence because it wasn't well-attached, that's never been proven, right? Let's separate the facts from where it is. From a case point of view, yes, in the original instance, the jury basically had awarded EUR 100 million to this case, to the defendant, of which we took our share of EUR 90 million.
As you correctly say, this is fully covered through insurance, in the essence, we've gone through the case with the insurance company, they have given us kind of an unconditional granting of those damages. In the meantime, as we've also mentioned in Q1, we basically have had post-verdict motions, where basically the trial judge has reduced the amount from EUR 100 million- EUR 46 million, so there's been a halving of the amount. Our share of that would be EUR 42 million versus the EUR 90 million that we have talked before. Again, this continues being covered by insurance.
As we always said before, we basically will continue to exercise all the rights that we have to appeal the verdict, to which obviously we don't agree because this was an accident not at our premises, in conditions that we clearly say are not any of our wrongdoing. The statement that this would be because of the way that the products were mounted on the pallet, that is definitely something that we will fight against.
All right. Thank you, Javier. Are there any further last questions from anybody? If not, I hereby close the Annual General Meeting of Shareholders 2023. Thank you for attending this meeting. For the people here in Eindhoven, may I ask you to hand in your voting devices and voting cards at the reception desk. You're invited for drinks in the welcome area of the Lighting Application Center over there. For when you leave us today, I wish you a safe journey home. Thank you