Right. Ladies and gentlemen, welcome, and I hereby open the general meeting of shareholders of Royal Philips N.V. Our annual meeting is an important moment for us, for you as well. We're pleased to see you here once again, and we'd like to thank you for your commitment to our company. We very much appreciate that. I would like to introduce you to a number of people. You may not be familiar with all of them. Sitting next to me, from left to right, Paul Stoffels, Vice Chairman and Chairman of the Remuneration Committee; Marnix van Ginneken, our Chief ESG and Legal Officer, next to me; on the other side, Roy Jakobs, our CEO; Bhattacharya, our CFO; and Liz Doherty, Chair of the Audit Committee of the Supervisory Board.
Behind me are also supervisory directors from your point of view, from left to right, Peter Löscher, Hanneke Faber, David Pyott, Chair of the Quality and Regulatory Committee, Sanjay Poonen, Chua Sock Koong, and Marc Harrison. Indra Nooyi, unfortunately, is the only member who cannot physically attend this meeting due to personal circumstances, but she'll be following the meeting remotely. Here in the audience is Charlotte Hanneman. I'll be referring to her later on. We've nominated her as new member of the executive board, and if appointed, she will be the CFO as from the first of October. In the room next to her is Benoit Ribadeau-Dumas, whom we have nominated as a member of Supervisory Board, and his nomination follows the arrangements made with Exor, and I'm sure we'll be discussing that at a later point of time.
I shall also give them the floor briefly. Furthermore, present are Frank Blenderman, right here in the front, on behalf of our external auditor, EY, and the civil law notary of the corporation on that side, Maarten van Olffen of De Brauw Blackstone Westbroek. Here, at the left-hand side in front of me, Bart Geers, corporate secretary. Oh, sorry, Secretary of the Supervisory Board. Okay, having introduced you to these people, we can kick off the meeting. Once again, we very much appreciate you coming here today. This morning was the general meeting of another company that I'm rather familiar with, DSM, and I just saw in a press release that all resolutions have been adopted. Well, well, we'll have to wait and see what happens at this meeting.
Ladies and gentlemen, Philips has made significant progress in 2023, and that was quite necessary. The financial performance has improved by focusing on execution. Processes around patient safety and quality have been reinforced, the supply chain has been made more reliable, and the Philips organization has been simplified over this past year. In the first year that Roy Jakobs was at the helm, he focused on these priorities and brought the company further. Fine progress has been made also with respect to talent, and I'd like to refer to the appointment of Charlotte Hanneman as a member of the Board of Management and CFO. In addition, you, well, know this, important steps have been taken in settling various aspects of the Respironics safety notification that we did in 2021.
We put an end to the uncertainty surrounding many lawsuits in the United States. So it was about a week, 8 days ago, and I'm sure you were able to follow it all. With Exor, we have welcomed a new long-term shareholder, who, just like us, sees the opportunities for sustainable value creation at Philips. The knowledge and experience of Benoit, who hopefully will be appointed later on, will prove to be a valuable addition to the current Supervisory Board. So a lot of progress has been made, and major problems have been addressed. And of course, including litigation, that we haven't finished all these legal proceedings, but we've taken important steps. But this means that we've laid the foundation for the current and future growth of the company, and we'll be focusing on this during this meeting, no doubt.
Before I give the floor to Roy for his speech, I would, first of all, prior to proceeding to the first item of the agenda, I'd like to make a few comments on the practicalities. As you have heard, Dutch is the language of this meeting, and on the webcast, obviously, you can listen to English interpretation. Questions asked here in the room will be answered to the best of our knowledge, but I'm sure you understand that, perhaps not all questions can be answered here, from behind the table, and in such cases, we will be reporting back to you. But we will be doing our utmost to answer all your questions, adequately. As usual, it is possible to vote electronically.
I'll give you the details later on as to how to proceed to the vote, and we have several people here present in the room to help you. First of all, we're going to start with Roy Jakobs' presentation, and then we will be addressing several items on the agenda, and I shall be pointing out when there's an opportunity to ask questions. I would request you, and it's always a challenge, and an interaction between the audience and myself. We've always been able to solve this. But to limit your questions to two, a maximum of three questions, to also give other people the opportunity to ask questions, and if you then still have questions, you can always come back.
For those people who find it very difficult to count right to three, I'm more than happy to help you in lending a helping hand. Right, so let us start with the first item on the agenda, which is Roy Jakobs' speech.
Ladies and gentlemen, welcome to the 2024 Annual General Meeting of Royal Philips. When I stood here in front of you this year last time, my first AGM as CEO, I said Philips had to change. I outlined a multi-year plan to create value with sustainable impact, with patient safety and quality as our top priority, and execution as our key value driver. I spoke openly about the actions we will be taking to address our challenges and to deliver focused growth and people-centric innovation at scale. Today, I welcome this opportunity to share an update on this journey. While we have made good progress, we still have a way to go, but we are focused and determined and clear on the way forward. We are also inspired by our football team, PSV, for winning its 25th national championship.
I feel privileged to be leading Philips on this journey, together with my Philips Executive Committee, all here, and of course, the Supervisory Board and Chair Feike Sijbesma. I also feel a strong urgency to get Philips back where it belongs. The progress we are making reinforces our confidence in delivering on our three-year plan, as reflected in our 2023 financial results. 2023 represented a good start, with our sales amounting to EUR 18.2 billion. We achieved our raised outlook with strong sales growth, improved profitability, and strong cash flow, despite the uncertainties brought about by an increasingly turbulent geopolitical environment we operate in. Along the way, we also entered into a relationship agreement with Exor, and they bought 15% shareholding in the company. A strong sign of confidence in our plan, our people, and most importantly, our future.
Among other milestones, we were recognized for innovation impact. For example, as a top global innovator by Clarivate. We also marked our 100-year anniversary of Philips in China, a remarkable achievement. We started 2024 in line with our plan, with order intake outside of China turning to positive and with strong margin improvement. Supported by key innovation launches and strong focus on our execution priorities, we remain confident in our performance improvement plan for 2024. When we look at healthcare today, we see huge opportunities to make a real impact. We want to improve 2.5 billion lives per year by 2030, including 400 million in underserved communities. That's what drives us, because we see a future of better care for more people, and there's much to be done.
People everywhere want easier ways to take care of their health and well-being, and healthcare is simply not working as it needs to be. There are more patients, but there's less staff. There's more pressure, but less financing, and the list goes on. That's why we are advocating for systemic change, and we are enabling that shift that's so badly needed. In my experience, there is a real desire for real change in healthcare. I hear this time and again from the healthcare providers who mail me about short-staffed departments and from the healthcare leaders I meet on regular occasions. This makes me even more determined to help drive the change that we need to see in healthcare, but also in Philips.
Focusing on our efforts where we can make a real difference, we want to help more healthcare providers help more patients, and doing that in a sustainable way. At the same time, we want to empower more people to take care of their health and well-being themselves. And we want to help by applying our combined capabilities in innovation, design, and sustainability.... I truly believe artificial intelligence can help revolutionize healthcare, the delivery of it, and contribute to better health for all. But we must get it right. To help, I'm co-chairing United States National Academy of Medicine's AI initiative, along with leaders from Mayo Clinic and Google. We want to help realize the full benefits of AI in healthcare, but we also want to ensure that it's applied fairly and it's applied responsibly.
To deliver our vision for the future of healthcare and get Philips back where it belongs, we have been driving change right across the company with clear focus on our priorities: improving patient safety and quality, strengthening our supply chain, and simplifying how we work. Patient safety and quality is our highest priority, and we have taken important steps in further resolving the consequences of the Respironics recall. The remediation of the sleep therapy devices for patients is almost complete, and the test results to date show the use of these devices is not expected to result in appreciable harm to health. I would like to reiterate that we do regret the concern that patients may have experienced. I also want to stress that we're taking the learnings from the Respironics recall and using them to improve right across the company.
The approved consent decree and the economic loss settlement, and now the resolution of the personal injury and medical monitoring litigation in the U.S., are significant milestones. They provide further clarity on the way forward for Philips. We are proactively addressing quality improvements and first-time right design, and we are further investing in systems, capabilities, and in training. In order to drive and to create a more reliable and resilient supply chain, we have significantly reduced our high-risk components and our inventories, and the actions we have taken continue to have a positive impact on our sales and service levels. We also have a dedicated team redesigning components and products to increase our resilience to more volatile demand. And while we are working hard to address shortage components in 2023, all focus is now on delivering the health systems we partner with, with first-time right quality products and services.
We are implementing our simplified operating model to enable us to better serve our patients, customers, and consumers. To this end, we're improving quality, and we are boosting our agility and speed, always with the focus on those we serve. We also completed the realignment of workforce roles. This included the very difficult but necessary reduction of force of approximately 8,500 roles to date, out of the planned 10,000 roles by 2025. As a leader in health technology, we are on a journey to reinvigorate our culture so that we become even more people-focused, we have more reduced complexity, and we drive greater accountability. Our renewed culture focuses everyone at Philips on delivering impact with care for patients, people, and the planet, with patient safety, quality, and integrity at the heart of all we do.
In parallel, our Executive Committee was strengthened in 2023 with the arrival of 4 new members, and many new senior leaders are joining Philips in 2023 and to date with rich health tech experience to create a better future in healthcare. Further to this, we welcome the proposals to appoint Charlotte Hanneman as member of the Board of Management, fulfilling the role of Chief Financial Officer, effective October 1. Also, we welcome Benoit Ribadeau-Dumas as a new member of the Supervisory Board, effective May 7. Let me also pause here to thank Abhijit. Abhijit Bhattacharya, who was our financial officer, who is our financial officer, and who decided to retire at the end of September after 38 years of service at Philips. Abhijit, thank you for your significant contribution to the company during all these years, but especially during your time as CFO.
Your leadership, your passion, and dedication have truly made a lasting impact. As a health technology company, we operate in growing market segments, where attractive margins provide a foundation for sustainable value creation. To deliver on our strategy, we are concentrating our resources more on the areas where we have strongest positions and can accelerate growth and expand margins more quickly... such as Image-Guided Therapy, monitoring, ultrasound, and personal health. In doing so, we will focus to support clinical workflows in the areas where we have domain leadership, such as cardiology, and that build on our deep strength in intensive care unit and, for example, in the Cath Lab. In diagnostic imaging, our goal is to help healthcare providers who need to do more with less with AI-enabled innovations to increase their productivity, efficiency, and financial sustainability, and help more patients.
In parallel, we help our customers to unlock actionable insights from pools of data supported by artificial intelligence. We are scaling our enterprise informatics business while building long-term customer relationships. Our personal health business plays an important role in enabling healthy individual care routines with technology and solutions that support people's long-term health and well-being. A notable aspect of our commercial strategy is driving increased direct-to-consumer relationships and sales through our consumer communities and online store. Additionally, we remain committed to rebuilding our position in sleep and respiratory care, while continuing to resolve the effects of the Respironics recall. At Philips, we have been innovating for 130 years to improve lives. People's needs are at the very heart of how we innovate and design for sustainable impact with a safety and quality-first mindset.
I see this impact every time I visit a health system, and every time someone tells me about the personal health propositions that have helped them. In our businesses, we are focusing our efforts and resources on fewer projects, offering greater scale and greater impact. We do this by balancing new breakthrough innovations with also continuous life cycle management. In 2023, we announced a raft of new innovations, like our next-generation ultrasound system that increases diagnostic confidence and workflow efficiency. We also signed a 10-year, EUR 100 million enterprise monitoring-as-a-service agreement with one of the largest health systems in the U.S., covering 20 hospitals with over 3,000 beds. The agreement provides the health system with constant access to the latest technology, including software and services, while lowering initial investments. We also launched successfully the new Sonicare DiamondClean 7900 series.
We did that in China through major online shopping channels like Alibaba and JD.com. Showing the strength of the product, it claimed the number one position in the high-end toothbrush category straight after its launch. We are proud of our innovations, and especially of what they mean for so many people that they use. Next, let me also allow to highlight that environmental, social, and governance are three key dimensions defining our approach to doing business responsibly and sustainably. We want to make healthcare more sustainable and reduce its impact on the environment, and we will continue to operate carbon neutrally and partner with customers and suppliers to reduce emissions together.
I'm excited that we see increasing momentum within the healthcare industry to reduce its environmental impact, and we are uniquely placed to help with our circular portfolio and innovations such as our MR with BlueSeal magnet for helium-free MR use. This is an industry-defining innovation that uses 53% less power per patient, supporting our commitment, and that of our customers, to make healthcare more sustainable. More than 1,100 Philips MR systems with the helium-free operations and AI support have now already been installed globally. We also now brought a mobile version into the market, which is even more agile and lightweight, so it can be located in more convenient places for patients outside of the hospital. We are now in the second year of the plan, capturing the opportunities, improving and addressing challenges while changing what needs to change. It is a journey.
It's not an easy journey, but it's a necessary one, one that will continue, and we acknowledge that there will be challenges along the way. But we know that this is part of the process to get to where we want to be. And at the same time, we are encouraged, encouraged by the progress that we have made and the impact of our actions. For example, just last week, Moody's rating agency changed the outlook for Philips from negative to stable, noting our progress in improving operating performance with ongoing sales growth, improving profitability, and further resolving the Respironics recall. Now, over 18 months in as CEO, I can tell you that I'm more determined than ever to ensure that Philips gets back to where it belongs.... delivering value for all its stakeholders.
While I remain realistic about the global challenges and uncertainties, I'm also confident that we will continue to deliver on our 3-year plan that we laid out, helping our consumers to lead healthy lives and healthcare providers to deliver efficient, high-quality care in a sustainable way. To this end, we expect further performance improvement in 2024. Reflecting the importance we attach to dividend stability, we propose to maintain the dividend at EUR 0.85 per share, to be distributed fully in shares. Before closing, let me say that my heart goes out to our people and partners affected by ongoing wars. People, who despite great uncertainty, carry on to serve patients and healthcare professionals to do their jobs. I remain deeply hopeful for a peaceful resolution.
Finally, on behalf of the Executive Committee, I would like to thank our consumers, our customers, and their patients, our suppliers and ecosystem partners for their support. The Supervisory Board for the trusted guidance, and the chair, Feike Sijbesma, for his strong collaboration and oversight. I also want to express my deep gratitude to all of the Philips employees for their enormous dedication, and to you, our shareholders, for your continued support and trust. Let me also thank Exor for their trust in our future. As I look ahead, let me reiterate that I'm realistic about the challenges that Philips still faces, but that I'm optimistic about building on the momentum that we have created. I'm truly excited about delivering on our purpose, delivering better care for more people. Thank you.
Dank. Dank. Thank you. Thank you, Roy Jakobs, for this presentation. That provides us with a good overview of everything that was done at Philips this past year, what the state of play is, where we stand, and an outlook vis-à-vis the future. That was the first item on the agenda. In a few moments, I'll be giving you the opportunity to raise questions about that, and we'll do that together with item two C, which is the adoption of the financial statements. With that, I'd like to proceed to agenda item two, which consists of two A through to TG. It's all about the annual report. A number of agenda items. I can well imagine that there'll be questions about that, but we'll be discussing that in a moment. Allow me to, first of all, explain a few matters.
Agenda item 2 concerns this past year, 2023, A through G. 2 A relates to the new Corporate Governance Code that was introduced by the end of 2022. In the 2023 annual report, you have, of course, been able to read about our corporate governance structure and how we apply the principles and best practices of the code. We've amended our regulations and policies here and there in response to this new code, but this has not led to any substantial changes. Just as under the previous comply or explain code, we apply all principles and best practice provisions addressed to the executive board and the supervisory board. So in that sense, we are completely compliant with respect to the new Corporate Governance Code. Now, that is 2 A, agenda item 2 A, explanatory notes.
Now, the others have to do with our dividend policy, the policy, and also adoption of dividend. Roy Jakobs just said a few words about this. So we have a dividend proposal of EUR 0.85 per ordinary share, charged to the profit reserve. The dividend will be paid out in the form of new ordinary shares to further strengthen our liquidity position. The proposed dividend is in line with the company's current dividend policy. So agenda items 2C. That was 2C, requires no further explanation. Roy just referred to the financial statements, and so you can include that in your questions. And then we will be looking at our agenda items F and G. We'll be talking about remuneration later on. F and G concern the release of liability of the members of the Executive Committee and the Supervisory Board.
We will hopefully see that the majority of our shareholders will agreed to the release of liability. But you may have read that one of the voting consultants, Glass Lewis, not the other ones, but one of the voting consultants, Glass Lewis, advises against the release of liabilities members of the Supervisory Board. Now, we disagree with their reasoning. We don't really understand this reasoning. As members of the Supervisory Board, we have worked very hard in recent years to remediate the consequences of the Respironics recall. And of course, the Supervisory Board does this from its supervisory task and remit.
And I'd like to refer to the report of the Supervisory Board in the annual report, which covers the completion of the repair and replacement of the affected devices, the recall, interactions with the FDA, and on the recently approved Consent Decree, and the management of the various terminated and ongoing legal proceedings. Not all of them have ended, but we have made headway, and more broadly, strengthening the overall focus on patient safety and quality in the company. But as I said, the other voting consultants have voted in favor, and in a few moments it'll be up to the shareholders to cast their own votes. Now, explanation with regards to E, which is a remuneration report, and of course, you can cast your advising vote for 2023.
For that, I'd like to give the floor to Paul Stoffels. He is the Chair of the Remuneration Committee, so that he can give his comments on that, and Paul will do this in English.
Good afternoon. Sorry. It is my pleasure, as the chair of the Remuneration Committee, to discuss the 2023 Remuneration Report for the Board of Management and the Supervisory Board. Before elaborating on the main activities of the Remuneration Committee and Supervisory Board during 2023, I would first like to reiterate the main elements of the 2020 Remuneration Policy, which were applicable in 2023. The annual incentive target is 100% of base compensation for the CEO and 80% for the other Board of Management members. There is an opportunity to earn double this amount for an at or above maximum performance level. On the downside, there is no payout for performance below threshold, threshold levels. The long-term incentive grant value is 200% of base compensation for the CEO and 150% for the other Board of Management members.
The vesting of the annual grant is based on the realized performance measured over a three-year period, and can range from zero to 2x the initial grant. Our compensation packages support a pay form of performance focus to a variable incentive, leading to 75% of the total compensation package of the CEO being at risk. Now, coming back to the activities during 2023 and the compensation decisions made by the Supervisory Board in respect of the Board of Management in 2023. In terms of the regular annual compensation cycle, the following decisions were made: First, the base compensation levels.
During the regular remuneration review, which took place early 2023, no increase was applied to the base compensation levels of the members of the Board of Management, to acknowledge the disappointing company performance in 2022, and to reflect the limited budget available for the annual compensation review for the wider population at that time. Second, the 2023 annual incentive in respect of the financial metrics performance over the full year 2023, was significantly above target, as the company succeeded in achieving its raised 2023 outlook, with strong sales growth, improved profitability, and strong cash flow. Nevertheless, to acknowledge the decrease of order intake in 2023, the Supervisory Board decided to apply a downward adjustment for the comparable sales growth realization.
Individual performance realization was slightly above target for all three members of the Board of Management, recognizing the improved operational performance, driven by a strong focus on execution in order to enhance patient safety and quality, strengthen the supply chain reliability, and establish a simplified operating model. Third, the awards granted under our long-term incentive plan in 2021, the company performance resulted in a realization significantly above target for the sustainability objectives. For the relative TSR and adjusted EPS metrics in our long-term incentive plan, however, there was a below-threshold realization based on the performance since the start of the performance period in 2021, and therefore no payout for these elements.
Next to these recurrent topics from the regular annual cycle, the Remuneration Committee carried out a review of the remuneration policy and the long-term incentive plan for the Board of Management and the remuneration policy for the Supervisory Board. Dutch law requires the renewal of our policy at least every four years, and we also considered it is a good opportunity to test the alignment of our policies with our company's strategy, to review how they compare to market practice, and to ensure our compliance with the updated regulatory and corporate governance requirements. Building on our stakeholder engagement during the past years, we engaged with stakeholders through a dedicated remuneration roadshow and other interactions to solicit their feedback on, and support for the proposals. These discussions were held with several of our larger shareholders and institutional advisory organizations.
The company also discussed the proposed 2024 remuneration policies with the employee representative bodies, whereby the proposed changes were received well. The Supervisory Board highly values and appreciates the views that are shared by its stakeholders, and relevant feedback was considered and addressed in the main changes as included in the explanatory note to the agenda of the AGM. This process resulted in the proposals to adopt and amend an amended remuneration policy for the Board of Management and an amended remuneration policy for the Supervisory Board. Please note that the 2024 remuneration policy will have retroactive effect for the full year of 2024. For that reason, our 2023 remuneration report already includes certain ex-ante disclosures in respect of the performance metric for 2024 annual incentive and for the 2024 annual long-term incentives.
The proposed remuneration policies for the Board of Management and Supervisory Board as per 2024 are covered under agenda item five. This concludes my discussion on the 2023 remuneration report. Mr. Chairman?
[Foreign Language]
Thank you. Okay, well, we'll be discussing that later on. There's still one more speech to go, and then you have the floor to ask questions, and this concerns financial statements 2023, audited by EY, our external accountant. We have Frank Blenderman here on behalf of EY, and he is in charge of the audit. Mr. Blenderman will give a short, or perhaps not short, presentation with respect to the audit of EY and the EY opinions included in the annual report. Should you have any questions to him, you can, of course, ask those questions later on. I'd like to give you the floor.
Thank you, Chairman. You were hinting to this. Every year, our presentation becomes longer and longer.
Ladies and gentlemen, I'd like to take this opportunity to give you a presentation of our work, our audit of the financial statements of Royal Philips N.V. My name is Frank Blenderman, and I am the EY partner ultimately responsible for the audit of Philips. In this presentation, I will be discussing the following items of the consolidated and separate financial statements 2023: the audit approach and focus, the outcomes, the key audit matters, fraud and non-compliance with laws and regulations, governance report, ESG, EU taxonomy information, communication and interaction, and the control plan or the audit plan 2024. Audit approach and focus.
We have audited the company and the consolidated financial statements of Royal Philips N.V., and we have examined whether the annual report complies with statutory requirements, whether the content is consistent with the image, the financial statements, and whether the annual report is consistent with our knowledge of the company. We determined the audit approach and the strategy at a consolidated level, with a focus on the key developments and risks. Based on this, we determined which business units should be audited in which countries, and this also involves our international EY network. The central team from the Netherlands also visited foreign business units, and here we speak on-site. We speak to people about key developments, risks, audit findings, and we've also carried out file reviews.
For the audit, we assembled an experienced and expert team with relevant sector knowledge, and in addition to that, we have called in some experts for some topics, and these topics would include valuation of intangible assets, such as goodwill, financial instruments, taxation, IT, fraud risk, and legal expertise. Materiality that we applied for the audit of the consolidated financial statements amounts to EUR 75 million. We discussed all areas above EUR 3.75 million with the executive board and the audit committee and supervisory board. As a basis for the determination, we have taken sales as an important KPI. Based on the materiality used and the risk we assessed, we then carried out our work. Now, the outcomes. Yes.
As you see, just as in previous years, we have issued several opinions: an unqualified audit opinion on the financial statements, and for the benefit of the U.S. regulator, an unqualified audit opinion for the Form 20-F report, an unqualified opinion for internal control over financial reporting, and an unqualified assurance report on ESG reasonable assurance and EU taxonomy information, limited assurance, as included in the annual report. There are no material audit differences remaining that have yet to be booked. I could furthermore report that there is no disagreement with the board regarding estimates and that we generally qualify the estimates made by Philips as being balanced. The board, in preparing the financial statements, have made an assessment of the going concern assumption for the twelve months following the date of the financial statements.
We have reviewed this analysis and have not identified any material uncertainties. Now, key audit matters. Here you can see an overview of the key audit matters as included in our opinion. They're largely the same as last year, and we focused on these key audit matters in our audit. I will elaborate on three. Valuating the Goodwill of the sleep and respiratory care business. The valuation of the sleep and respiratory care business is a key audit matter because an impairment test is complex, and management estimates play a major role. Management conducted an impairment test during the year, since large deviations in future cash flows could lead to further impairment. Important assumptions used by management include the discount rate, expected results and performance, and the expected impact of the Consent Decree, and we've reviewed these assumptions for reasonableness.
The valuation and disclosure of liabilities arising from legal claims. Philips, as a party, is involved in legal proceedings, including proceedings with regulators and investigations performed by local authorities, particularly in the United States. The valuation and disclosure for legal liabilities are complex and uncertain due to the difficulty of predicting the outcome, including potential related to outgoing cash flows that may be material. Philips uses external legal advisors, from whom we have sought confirmations as part of our work. And then last but not least, valuation and disclosure of U.S. deferred tax assets. Valuation of the deferred tax asset is complex and requires estimates and assumptions by management. Valuation depends, inter alia, on estimated expected future taxable profits for the United States tax unit.
Valuation is a key audit matter because the valuation model is complex, and the assumptions about management's expected future cash flows play a major role, including the expected impact of the consent decree. These assumptions have been reviewed by us for reasonableness. We assess whether estimates and assumptions are reasonable based on the audit information obtained. We can confirm that management's estimates, based on information available to us, are consistent and acceptable. Fraud and non-compliance of rules and regulations. Ernst & Young focuses on fraud, and non-compliance is high on our agenda, as is the case with Philips. We've determined the material impact of fraud risk factors for annual reporting, coordinated with the Supervisory Board and the Audit Committee, and included them in our audit plan. The Supervisory Board and Audit Committee are periodically briefed on the risks of fraud and non-compliance.
We have reviewed these reports in detail, and we've involved forensic accountants, as experts in this field, in our audits. Philips's fraud and non-compliance risk agenda is alert to fraud signals and follows them up appropriately. The governance report, ESG, EU Taxonomy information. We reviewed the annual report and Supervisory Board report and determined that there are no material misstatements, and we've done that in our role as auditors and the knowledge that we have as such in that capacity of the company. Furthermore, we review all the information in the annual report for consistency with the financial statements, which is a legal requirement as well. In terms of remuneration, we have determined that the required information was included. ESG information and EU Taxonomy information.
We have identified that the ESG information, as included in the annual report, is fairly stated on the basis of reasonable assurance in compliance with the reporting criteria. Key material performance indicators include, for instance, the environmental P&L, lives improved, and the carbon footprint. With respect to EU taxonomy information, we have not identified any deviations from the said taxonomy regulation and have issued a limited assurance. Reporting on sustainability information in the 2023 annual report has been done on the basis of reporting with reference to the Global Reporting Initiative, supplemented with our own criteria. CSRD. Philips will report more comprehensively on sustainability information from 2024 onwards, in line with the Corporate Sustainability Reporting Directive. To this end, Philips has conducted a double materiality analysis and a CSRD gap analysis.
By 2023, the disclosures on non-financial information in the annual report have already been further expanded in line with the results of the double materiality analysis. Philips is currently working on further implementation of these European standards. Part and parcel of that is monitoring the CSRD gaps and adjusting policies, processes, systems, and internal control environment accordingly. Climate risk. In preparing the financial statements, the board has considered whether the effects of any climate-related risks and liabilities have been appropriately accounted for and explained. Management has determined that climate risks do not have a material impact on the valuation of assets and liabilities. We have reviewed this analysis and concur with this conclusion. Communication and interaction. We have regular meetings with financial management, Executive Board, Supervisory Board, and the Audit Committee of the Supervisory Board. Relationship with the company is transparent, professional, critical, and independent.
We've been able to perform our work well, and we have established that management, Audit Committee, and Supervisory Board take our findings seriously and that there's adequate follow-up. We issue quarterly reports to the executive board, the board, supervisory board, and the Audit Committee. Topics on which we've reported frequently in 2023 are in addition to the key audit matters, the internal control environment, ensuring continuity of automated data processing, our view on key estimates and valuations, our independence and tax matters. Now, I'll be very concise. The control plan or audit plan 2024. Our audit plan is top-down and risk-driven. We discuss our draft audit plan with the executive board, the supervisory board, and the Audit Committee.
For 2024, there are no major adjustments in our audit approach, strategy, and materiality, with the exception of assurance on CSRD, since this has now come into effect. If applicable, we will include changes in the Philips organization and other developments in laws and regulations. We'll take that on board. Another important development is the preparation of the risk management statement to be included in the board's report as from 2025. Now, a few words about transition. 2024 will be the last year that we will be the auditor for Philips. So we will support the transition for the new auditor. I would like to thank you for your attention and your confidence. And, Chair, I'd like to give the floor back to you.
Very good. So thank you, Mr. Blenderman of EY, for your elaborate explanation. Thank you about the financial statements. Now, this brings us to the discussion on the items listed under agenda item one and two, and I will try to do that in a structured management manner with your assistance, please. First, we will discuss agenda item 2-A, Corporate Governance Code. Next, I will allow you to ask questions about B and D together, the dividend. Next, about the financial statements and speech of the CEO, item 2-C, and finally, your vote on the remuneration policy, 2-E, and then 2-F and G, 2-G, discharge. So please do not ask questions yet about items three to nine on the agenda, because we will address them a lot later, depending on the number of questions that you have.
Now, who would like to take the floor about item on the agenda 2-A, as I said, compliance with the updated Corporate Governance Code in the Netherlands, with which we comply completely? So that's what we want, no questions. Now, item on the agenda 2-B and 2-D, which is the explanation on the dividend policy and the proposal 2-D about adoption of the dividends on the past year. Does anybody want to take the floor about the dividend? Mr. Spanjer.
Yes. My name, Spanjer, is the name for the minutes. I have a question. Your share... You want to issue a share for EUR 0.85. Do you buy these shares on the stock exchange or do you print them?
Another question, you didn't tell us when I can ask my question about the annual report, because I do have a question about the CEO's speech, but also about the auditor. Can you give me some guidelines when I am allowed to ask all of these questions, because it's not clear to me?
Yes, you can ask that questions when I open item E of the CEO and item two-C, the annual accounts or the financial statements, and also the questions to the auditor. I will address that later with you.
Dividends
Indeed. It will be paid out in shares.
For the dividend, we will issue shares, so new shares from the company. We don't buy from the open market.
Okay. You buy the shares.
Oh, why?
We will not buy shares.
[Foreign Language]
I'm not so happy with that. I'm not happy at all, because it means an increase in shares on, on top of it, and in the year 2030, the dividend must be distributed on many more shares, so it doesn't help us at all. So you'd rather say, "Let's buy stocks on the stock exchange," because in 2030, you say, "Yes, let's buy back shares." So that's something new. You know, I'm just kidding, but let's indeed buy the shares we need this year on the stock exchange. What is your answer to that?
You know, given the fact that we have a large legal liability, we needed to ensure that the cash was properly dealt with, and therefore, for one year we decided to do a fresh issuance of shares. Now, there is also a share buyback which was ongoing, so that those shares will be canceled. So we will try to ensure that the dilution is kept to the minimum. And of course, hopefully you get an appreciation in the share price which you have seen so far.
[Foreign Language]
Yes, of course, I can follow you, but it's, you know, it's, it's a circle. You create them, you take them out of the market. You create them, you take them out of the market. It's, you know, it's continuous. But you say it's a one-off. That's what you say in a minute. So as of 2024, so for the remainder of the time, you won't do that again.
Well, we do realize very well that there is dilution, as you state, and I do understand that you say, "I'm not over the moon about that. However, it's also the response to a question of many shareholders to do pay dividends, but to do it by issuing shares, what we did. And we do understand fully, and I think Abhijit agrees with me, that towards the future...
I wouldn't say it's exclusively this year, but for the future, I understand that you would like to see a different approach. We do understand that. And for this year, it is due to the fact that we try to guarantee the cash position of the business in view of the context in which we operate.
Thank you. We will address you later, Mr. Everts.
Thank you. My name is Gerben Everts. I speak on behalf of the Stockholders Association. Well, you know, dividend in shares is what we have already, something we've already paid for, because there's dilution of the number of shares that we have, and I do recognize what you say.
I think it is wise this year to offer dividend once more in shares, but it raises the question why—whether the development of the free cash flow wouldn't allow us to pay a cash dividend. We see a more robust free cash flow, 1.6 billion EUR, and of course, the cash flow benefited from the fact that no net dividend was paid out in cash, and we also see that a part of the solution with your patient was paid by your insurance, which was also helpful.
Now, is it correct that what you say, that no new shares will be issued next year, not just to make sure that the dividend, but also the solution for the problems, and will this better start position in the cash flow, doesn't it allow you to either to pay out cash dividend next year or even to buy back shares? And if you do intend to do so, at least to make sure that the dilution that took place this year and last year, to take that out of the market, such as Rabobank did very successfully, we believe that would be the right step ahead. Can you indicate at what term you would see an opportunity to do so?
I think it'd be a bit premature to discuss dividends for next year. I think that's a subject for the annual general meeting of next year. I think in terms of your question on the free cash flow, the EUR 1.6 billion that we delivered last year was prior to any dividend payments, so the way we calculate free cash flow is before any dividend payment. I think you rightly mentioned that we do get a certain amount of money from insurance, but still we have a large payout. You've seen the recent settlement that we've had, plus there is some more cost on remediation as well for the Consent Decree.
So based on all the projections for cash that we had, we thought this year is the right decision to go in for a dividend in scrip, and I'm sure next year the board will consider in what form they want to make the payment, and hopefully that's in a better financial situation than we are in today.
[Foreign Language]
I would like to ask you, Mr. CFO, to note in your transfer file to your successor that your shareholders have told you that they would like to receive a cash dividend, and that in your transfer file, you print that boldly. And I also noticed that somebody in the room mentioned that...
Yes, indeed, the successor is in the room. She speaks Dutch, and she heard you loud and clear. I'm not sure what she will do about it, of course, and let's be honest, the point you're raising, and of course, what Mr. Spanjer has raised, is very understandable. And of course, we issue dividend, and we do it by now by dilution indeed, and you call it something you've already paid for.
I wouldn't like to state it like that, but I don't think it's fully nonsense, so I do understand the item you're raising. So we will reconsider that next year, and the further we have developed the matter of litigation, the more we will know.
Other questions about item two B and two D when we talk about dividends? Nobody? Now, Mr. Spanjer, I would like to move on to item one of the agenda, the speech by Mr. Jakobs, item two C of the agenda, adoption of the financial statements, and also the explanation by the auditor. Questions to the auditor, questions to the management about the financial statements.
Chairman, good afternoon, everyone on the Executive Board and the Supervisory Board. My name is Denise Reike, and I represent, together with my colleagues here, the VBDO, which is in English, the Dutch Association of Investors for Sustainable Development. Since almost 25 years, we have as our mission to make the Dutch capital market more sustainable, and Philips knows that very well, because almost as long we do engagement with you on sustainability. Very often, when we have raised topics, Philips has shown itself as a front runner on these topics, for example, circular economy.
But today I would like to address a topic which we have addressed, or two topics, which we have addressed 10 and 5 years ago, respectively, on which relatively little progress has been made, at least when it comes to addressing these topics in the supply chain of Philips and beyond your own operations, and that is biodiversity and the issue of living wages. Let me say that Philips is not alone with this. It is a struggle for many companies. However, as Mr. Jakobs has outlined, strengthening the supply chain is an absolute priority for the coming years, forever. Well, we really think that for the long-term value of the company, these topics are key. So let me start with a compliment. We are very pleased that you seek to set Science-Based Target for Nature.
Philips acknowledges that 90% of biodiversity loss occurs upstream in the supply chain, most notably in extraction and mining. However, biodiversity is not acknowledged as a material topic in the double materiality metrics. And we see that the efforts that you're making are still, just like 10 years ago, mostly limited to your own operations. There is a hotspot analysis of 23 manufacturing sites, and we welcome that. But we are a bit concerned that biodiversity not appearing as material might actually relate to the limited insight that Philips has more upstream in the chain and the way you assess this materiality at the moment. So what we would like to know is, when can we expect a more systemic effort, deeper in the chain, addressing biodiversity there? Does Philips already have a roadmap for this?
Or if not, can we expect that you will draw up such a roadmap? We would also like to know if, roughly speaking, you expect changes in the materiality assessment of topics like biodiversity, but also water and pollution, if we would look towards this deeper in the chain and take a broader view. This is my first question. The second one is on living wages.
We know that Philips really finds fair and equal wages an important topic. This is also one of the topics where when we raised it years ago, you were one of the first to say: "Yes, we would like to investigate this, and we would like to look at how you can measure this in a reliable way, so we can actually make a clear statement about this." Much progress has been made, but also, most of this progress relates to Philips' own operations and not so much to deeper levels in the supply chain. So here, I would like to know what insight does Philips have today on Tier One living wages, beyond Tier One living wages, and what are your next step on this? And can you let us know how you plan to assess this in the future?
All right. Thanks for your questions. So we accept the compliments on the SBTi, and we will also answer the questions. Roy, first on supply chain and especially impact on biodiversity, then on living wages.
Yeah, thank you for the question. And I think it's important indeed, to clarify that whilst biodiversity did not show up out of the, double materiality assessment, it's not that it's not important for us or out of limited visibility. Actually, we are looking at biodiversity. We also launched a natural resource program, and a natural capital program, where we are locating the impacts and dependencies of biodiversity along the value chain. And yes, we started with own operations because that's of course, clearly where the obvious assessment can be done, but we are also aiming to expand this. And that's something that we will be working on, together with the Taskforce on Nature-related Financial Disclosures, and the science-based targets for nature. So that's something that we are working on.
We'll also follow, and then we will also report back on that. So, so we take it serious, and we acknowledge your question that actually this has to be on the agenda. So on the second one, on the living wages, as you indeed say, this is important to us. We have since long recognized the importance of, of, living wage, and also we are working on that with our suppliers. We have a supplier sustainability program, where we visit suppliers, we validate, how they work, and we also kind of validate the living wage. We also actually have, as part of our conditions of purchase-
... a requirement where, living wage is part of. So actually, through that way, we also, make sure that any supplier that we kind of work with, the status and has to, kind of, report on this. We have a growing number of suppliers in a supply sustainability program, that actually is then, adhering to this, that also goes beyond Tier One, and that's something that we will continue to work on. Because we also acknowledge that it is work to actually go upstream and to go further on the supply chain, but something that we are willing to undertake and we are working on already. And we have hard-baked that in our, code of conduct with our suppliers.
Okay, thank you very much. So I conclude that we will hear more about this in the coming years.
For sure.
Thank you.
Thank you for your question.
Guillaume . Please.
Thank you, Mr. Chairman. My name is Guillaume Gaillard. I work at PGGM. I'm here today on behalf of the Dutch Healthcare Pension Fund and some Eumedion members. I have one question for the chair of the Audit Committee, but before I start with my question, I shortly want to share our appreciation of the Remuneration Committee for the opportunities that we were giving to provide feedback on the proposed remuneration, which of course is another agenda item, but I'll share it now. And all the discussion that we had on the elements of the policy, and also Philips incorporating that feedback. So, for us as shareholders, it's important to be heard, and we definitely feel like we were by the RemCo.
Yeah, our appreciation there. Ms. Doherty, with respect to the investigations by the AFM into exam fraud, how is Philips assured that none of the proposed PwC audit team members was involved in cheating in exams? And can the company also assure that none of the current EY audit team members were involved in the exam fraud allegations?
Thank you very much for your question. We were aware of the potential for exam fraud last year. As much as a year ago, KPMG had notified us, or at least me, separately. And as a result of that, we carried out, and the company carried out investigations and discussions with the incoming proposed auditors, PwC.
Right.
We also did the same with EY, and both companies or both firms have actually said that they're in the middle of processes or procedures internally, just to make sure that they themselves have not got the same issues as KPMG. Those investigations haven't yet concluded, but we have had assurances, both from Frank and his team, that as far as they are concerned, they themselves are not implicated, and as of now, they are not aware of anything in any of the teams, and that would also be true of PwC.
All right. Thank you.
Thank you very much.
Good. Mr. Spanjer?
Yes, Mr. Sijbesma, that's me again. A first question about the presentation of Mr. Jakobs. You say that you've celebrated 100 years in China. However, a few days ago, the FD wrote that Chinese hotels, or rather Chinese hospitals, do not want to buy appliances from Philips. What about that? Can you explain that to me? That's question one. Question two, page five of your story says in the first column, third paragraph of page five, line three, you talk about 2030. I believe we are here to discuss the year 2023 and not the year 2030, and if not, I have to go back to school and more people should. But 400 million deferred communities or communities in areas.
But Mr. Jakobs, you bought Philips Respironics. Mr. Jakobs, for reasons at your discretion, you did not perform fundamental investigation into Respironics, whether everything was okay, and apparently, there are people from communities that are in areas, and they are still shareholders and that have suffered, have suffered financial damages, or I, you are act contrary to European legislation. My question is now, a few days ago, you have paid, or rather promised to pay $1.1 billion, but when will you compensate us, the shareholder? When will you tell us what we will receive as compensation today? I want to know when we receive a proposal from you, not what other people receive in America. No, what we, as shareholders, receive. Us that have been so loyal to the business for a very long time. When will you compensate us? So give me your answer, please.
Well, your questions are clear. Thank you.
I would not... Well, we'll discuss whether you go back to school or not. We'll discuss that later. Now, let's talk about China. That's the easy one. With regard to China, I don't know what newspaper you read, the FD, the Financial Journal, the Dutch Financial Journal, a good newspaper. Following the daily practice, we can still do business in China, and Chinese hospitals buy our appliances and use it every day. However, legislation, regulations will be stronger, or more strict on how or what you can sell. You need to sell more locally. You need to innovate more locally, so the regulations become stricter.
... We meet those regulations. We've transferred more of the operations to China, so we can indeed participate in that market because it's an important part of the total annual turnover. So we can continue to contribute to that market, and we will make sure that we can do so in future. And we are in close consultation with the Chinese government to make sure that the market is still open and that we ca n participate in.
You went to China?
Yes, I went to Chi...
But, but you went to France, too.
But, yes,
But Mr. Xi is in France.
Yes, but we will still be active in China, and the 100 years that we have been in operation successfully, will be continued.
Now, what about the issues?
When you create chips in China, that America says, "Well, I don't want that." Now, how can you solve that?
Well, for now, several countries in the world, in the world have legislation that you want to comply with if you want to sell. We don't have issues with chips that we use, that we can't use them in the U.S. Also, in America, you need to comply with legislation, but the CHIPS Act is not likely to have an effect on us. It may be used in future to apply more local legislation. We have a strong footprint also in the U.S. We also have operations over there. We manufacture there, so we are reorganizing our supply chain to make sure that we can comply with the various requirements that are drawn up by countries.
My second question now, please. It was about 2030.
No, 2030. That's what you state in your report, but it's about how will you compensate us, the shareholders? Because a few years ago, the VEB said EUR 16 billion. How will you repay us?
But I continue to remind you, otherwise, you will have to go back to school indeed. You will have to repay your school fees. Now, then the second question, you had hidden two questions. First, why do you discuss 2030, not 2023, and then the second part of the question. The first question, 2030. Yes, we have an ambition for 2030. Doesn't mean that we will report on that in 2023. We will report how many lives we've improved, and you can see that in the annual report.
We have that ambition for every year, but with a total ambition of 2.5 billion people in 2030 and 400 million communities in a region. I think it's a good idea in the long term to keep an eye on the horizon. Now, with regard to financial damages to shareholders, our position is that obviously in the Respironics case, we have provided new products to the patients. As such, we've met the requirements with regards to a quality issue on foam, and we've performed a lot of tests to demonstrate that no damage was caused to health of patients. Yes, we had a quality issue, but it didn't result in health damage. Then, indeed, there's a separate case with shareholders with one of the parties that is in the room. We will not explain any discussions that are ongoing in this room.
What we focus on is that in the daily practice, we want to enhance Philips. We want to make sure the company performs better and also reward the shareholders as such. Since we started executing the plan, we had an impact to shareholders, too, and we try to continue along those lines as soon as we can and as fast as we can. So hopefully, there will be more reward for shareholders, but that's the way in which we direct the company and hope to reward the shareholder.
But you... I don't like smoke screens. I want to know, a few years ago, we were shareholders and Respironics, so the drama was not mentioned to... was only known to the Board of Management. I don't have to repeat all that. Then the stock price dropped, plummeted. How will we be compensated financially?
How will you offer us some sort of compensation financially? The VEB said EUR 16 billion has evaporated. How will you compensate us as shareholders?
You, I don't want you to mention all sorts of smoke screens. The question is, how will you compensate us for the loss that took place? Because it was clearly assessed that Philips, the management board of Philips, has withheld information about America. It has been assessed clearly in many court cases, and it's been in the media. There was never a summons, so the press is consequently right, but how will you compensate us? That's my question.
Yes, but still, I believe two matters. Also, for the minutes, I don't think we can state Philips or the board of management has withheld matters intentionally. No, it was known in 2020. No, and there were no court cases.
We have to see how the full winding up of this case will be effected. But I cannot agree with you now that you accuse the former Board of Management, I cannot second that. If there are claims by shareholders, of course, you can listen to that. Question is always, are these just because stock prices change, things happen to companies, and as Mr. Jakobs has mentioned, the stock price has increased, too. I think it started at EUR 15, so we are now at EUR 25. You see that, too, and we will assess all the benefits, and we will not discuss it in a shareholders' meeting. I don't think that's the right place to discuss that. It's a bit odd.
Now, let me move on to the other representative of the VEB, Mr. Eve rts.
Yes, Gerben Everts, director of the Dutch Association of Shareholders.
However, the last speaker did not represent the VEB for the minutes. I think your response is wise, both as a Board of Management and as a Supervisory Board. We will indeed issue a claim. It's better not to discuss it here, and also some peace and quiet, often guarantee a more beneficial result for all the shareholders at the time in Philips. So I will refrain from that. I can argue a lot about it, I won't. What I do notice is that Philips is indeed, getting out of the hole they dug themselves, and it's very good that Mr. Jacobs, made excuses, made apologies to the patients, and you are also willing to draw lessons from the issues that you've had with all the people that work at, Philips. I think that the approval of the Consent Decree is a good step ahead.
Also, the settlement with the U.S. patients last Monday that you referred to, it's something that we are looking forward to as investors, and you can also see that when risks have been eliminated from Philips, although it costs money, it will eventually lead to a better stock price. I think the impact of insecurity has had much more effect on the stock price than solving it and financially compensating it. So I think solving everything properly with all patients is a good idea, and there will be a good case to invest in Philips, and we can move on to the fundamentals of the business. And now, as a board, of course, you have full liberty to focus on the wonderful products manufactured by Philips for all of us, because that's what you need to do.
You are a very important player in the medical market, a market that's increasing all the time, structurally, and you are not sin-free. And when we look at the stock price from 15 to 25, but it started at 50, so there's a lot to be gained yet in enhancing confidence that customers and investors have in Philips. What we notice, which is a bit worrying, 7 quarters in a row, the order book is not developing very well. And also, the criminal investigation of the Department of Justice in the U.S. is still ongoing, and what you just stated is that it was not demonstrated that health risks would have occurred due to the foam that has detached. It's not something that the U.S. is totally sure about, so the additional testing that's taking place, the status of that is not very clear to us.
And we also wonder when you can meet all the requirements of the Consent Decree, and I'm sure that within a few years you will do so, whether Philips can actually return on the US market or have your competitors already taken your place. So there is a big question mark about the great legacy of Philips. So can you indeed regain trust from patients, from investors? Will you execute your strategy well? Mr. Sijbesma has also issued, "Execution is important." Yes, it is, and I think in a brief period it was not happening at Philips. So that sustainable value creation is something we all long for, and the question is: Do the shareholders recognize themselves in the picture that you paint? And you also mentioned the Glass Lewis negative voting advice.
But the question for investors is still: Is Philips effective, and will it act fast enough? Will it act decisive to solve the problems? And we will see when we vote on discharge, but it's not the right use of that method. But I hope that the issues from the past will be solved effectively and decisively and quickly. Very specific questions. I had a lot, because I thought you will discuss all the topics one by one, but I already had to improvise with dividend. Now, I had a question for the auditor, too. I will ask that later. About the financials, about the targets, a Consent Decree was signed, and it was approved by law. So now we must indeed go through the step-by-step plan to be able to sell the respiratory equipment in the US.
How do you rate the option that Philips can return to the market share it used to have in the U.S.? Should we count on lower margins as investors if it would happen at all? Do you have margins in these activities in Connected Care? We also see R&D costs are 20% lower. Why is that? Is it because you don't invest so much in sleep apnea in R&D? What part does that have in Connected Care, and how does this expenditure relate to what was spent in the past? And is the R&D budget enough to also be effective against competitors in the future? It's easy to spend on R&D, but it must have results in future. Did you consider in the past few years to say goodbye finally to the sleep apnea activity, sell it or wind it up?
Second question, about the order intake. In your preface, Mr. Jakobs, you said that order intake wasn't... was down, it wasn't as well as you would have expected, and you needed- you need to improve on that. Now, what action plan do you have in place? What action plan is necessary? Why is the order intake negative, and how do your improvement plans materialize? How do, what do they look like? And I also asked it because in your six-month figures, second half of last year, you were more optimistic. How come it is not so good as you expected? And what is your view on the market, and to what extent will it have an impact on the financial targets for the next years? You expect a mid-single-digit turnover growth, which is 5%-6%. Is it realistic with a negative order intake?
Third question about your settlement. The claims, the medical claims with patients have now been finalized. Thank you for that. Now, how do you assess the risk of new claims, claims, either individually or class action, after a six-month period in the U.S., because that's how everybody in... Now, everybody now interprets that the risk is no longer existing. And is there a risk that patients will indeed get ill later now, after using the sleep apnea equipment in the past? In Bloomberg, Philips acknowledges that the settlement does not take into account future patients that will become ill, but the FDA, and that is my penultimate item, says that 561 reports were received that have a link to also deceased patients. And I believe you just said that there's no demonstrable impact on health.
Well, death is, of course, an outlier anyhow, but to what extent does the settlement take into account the people that have actually died? Do you know the number of the FDA, or is it exaggerated? Let me limit myself to these questions, and I hope I can ask questions to the auditor, too. Yes, indeed. Now, when I have the notes of Mr. Jakobs next to me and his numbers, I don't know whether I end up at three.
This will finish by four. Anyway, Chairman, I'm glad you say that, discussions about shareholders' claims, whether or not they are right or not, should not be pursued here. But I'd like to emphasize what Mr. Jakobs said. We are working on remunerating shareholders by making the company perform better, which is what we've been very successful in. And I'd also- you also referred to Glass Lewis. I'd like to emphasize that the Supervisory Board, of course, is far from pleased with what happened in 2022 and the recall, and I will repeat what Mr. Jakobs said, there was no health risk.
I also repeat that since then, as a Supervisory Board, we have particularly supervised together, and also it's been executed by the Board of Management, so that is the finalization of the recall, settlement of economic loss, the Consent Decree agreement with the FDA, and the recent, medical monitoring personal injury agreement. Well, we're not there yet, but, these are the key issues that we've been dealing with over the past few months. Great. Now, the remaining three questions. Well, first of all, the sleep and respiratory business. Let me take one step back, because a lot—there's a lot of attention for the, Philips respiratory business, but, we have to look at the EUR 18 billion turnover that we have and how we can grow. And sleep of, and respiratory care is only EUR 1 billion of that.
So we should look at everything that we're doing across the board, making sure that we're as strong as possible in all respects of the business, so that we can mitigate the effect and impact of the sleep and respiratory business. Okay, so that's where we see the acceleration of growth. In sleep and respiratory care business, it's important to say that in the US, we still have sales, so it's not that we're not selling anything. We still go to patients to provide them with masks and accessories, so we still use those channels, which is important for coming back. Which means that patients are still using our products, they're very loyal, and it's also important to keep in mind that the sleep and respiratory care market, of course. Well, every year, more and more patients are being diagnosed with sleep issues.
So that means that every year there's a new opportunity of an enormous influx of new patients. We see this outside the US, where we are coming back into the market, and we're also coming back into the market without having to buy ourselves into the market. With margins, of course, we have to restore them because we don't have the scale anymore that we used to have, but we are going back to the high teens margin. So we see that we can return to the market, and we are returning. We're very committed to the business. We never intended to withdraw from the business, because this is a segment that represents growth, and in which we have unique skills and capacities in innovation. We can really serve the market well.
There are two very big players in the world, we are one of them, and we have an important role to play. And there are lots of partners that really want us back. So this about the sleep and respiratory care part. R&D percentage now in connected care. Well, we are still competitive, especially, if you take into account what we've invested. If you look at the informatics part, we are investing enormously. You have all these different R&D, percentages. Informatics is double digit, monitoring, high single digit, and, of course, there's been a decline in innovation in sleep and respiratory cares because they're a smaller business, but we're still innovating. So we have no concerns about the power of innovation in the connected care business.
What's more, if we look at this year, the contribution that we are expecting from connected care in order, sales, and margin, we expect that they will be making a major contribution to the overall performance of Philips. If we look at what we are spending in R&D across the board, it is still above average. We do have tighter expenditure here because we really want to look at where we have a return. We do fewer projects, but projects that have a high return, so we are more efficient, but we're spending more than average if you look at two competitors such as Siemens, for instance. Order intake now, which is incredibly important, and we came from a situation in which we were off balance.
There was an enormous backlog of orders that we needed to process, and for that, we needed a bit better supply chain. We started working on that, and then we started to process the orders, but we still have a couple of businesses in which we cannot supply without any inhibitions, without any problems, so that does have an impact. And an important element was in Q1, that we saw, particularly in China, there was an enormous impact of negative order intake. And we see that Siemens disclosed its figures today, and we see that they have the same problem. So yeah, this... Nobody had expected that the Chinese government, in 2023, would start with an anti-corruption program. We didn't know that, and it came somewhere halfway the year. That had an enormous impact on the Chinese market.
It declined by 20%, more than 20%, and we see the same pattern in Q1, and we expect that that'll still have an impact in Q2. We do expect that China will recover more strongly in the second half of the year, but quite apart from China, we're positive because North America started growing in Q1 and the other regions, Europe and the international markets, also moving towards growth. So for this year, we have a strong ambition and strong goal to be positive in terms of order intake, and we're still committed to that. So those are the questions. Have they been answered to your satisfaction, sir?
Well, no. Well, there's still some questions about the settlement issues with patients.
Mr. Jakobs, important for the settlement were two things.
One, it was important to put an end to uncertainty regarding litigation in the U.S, which is why we reached a settlement. We never admitted the, our culpability, and, we have also said, and I've said this before, that we're not in a position in which health, damages have been caused, and the FDA did not say that they do not, concur with our tests, but they, they've requested additional tests. So we are in consultation. We are talking to the FDA right now. This is a position that we will reinforce further, but it was a very important also to come to this settlement. And then, if you look at the deal and the way it's been structured, in principle, all the ongoing, the pending claims in the U.S, have now been settled with this.
There was also a part, medical monitoring, that was part of it. So not only the patients that had claimed damages, health damages, but also the ones that could potentially do so, they're all covered. And now there's six months in which people can talk to lawyers and to say that they want to be part of the settlement, but that'll be for the same amount, because we settled for the entire pool. And if they want to come forward later on, they will have to do so individually with their own evidentiary material, that there's a causal link between our device and the illness that they may be claiming. So those are the hurdles to enter the American legal system. There's a certain threshold there, and then there's this causal link that they will have to prove.
Individually, it's gonna be very difficult for us alone. I mean, we conducted tests for three years, spent $ millions, so, for an individual, it's not gonna be any easier, but we're absolutely convinced that we did not cause any damages, which is why we're saying that the finality is very strong. Then the alleged death. Alleged death. People claim that there have been deaths as a consequence of using the devices. These are claims, once again, it hasn't been proven, and the FDA has not taken a position. All that has been included in the settlement. Once again, we say that there are, there are no consequences, so we are not dealing with the payouts.
So the overall amount, the entire amount, goes to the law firms, who will then decide how much people will get, who will get what, and how much they will get themselves. So our conclusion is justified that Philips' own test, this causal link, does not, do not prove the causal link, and the only way in which someone can get an additional compensation aside from the settlement is if FDA draws different conclusions than Philips with these additional investigations. It's an uncertain factor, but then the causal link will have to be proven very strictly. That's the only. Well, there's one thing that I would like to dispel here. The FDA, the way we see it, will not take a position in testing. They do not consider themselves as a testing agency.
So if someone wants to draw a different conclusion from a test, they will have to present their own test. So the FDA will take a look at things, see whether the material that you presented is sufficient to substantiate your position, and they will ask questions about methodology. In our view, they will not come up with a position and will say, "This is a test that is good or not good." So that's why people can't wait for an outcome from the FDA, because most probably, it will never take place, so they will have to embark on their own path, which is not gonna be an easy path. And furthermore, we're convinced what we saw, these were five independent testing agencies, a...
There were also a large independent test that has proven that there's no causal link between the use of the device and the illness. Well, I hope you're right, because that would be good news for the patients and also for our investors.
So thank you very much for explaining.
Thank you.
Yes, you've been standing there for a while.
Good afternoon, ladies and gentlemen. My name is Robert Vreeken. We Connect You, public affairs and investor relations, and I also look, you know, at the bigger picture. And it strikes me that Feike Sijbesma is doing an excellent job, a stellar job this year again. And the critical questions you're asking to Mr. Jakobs, I think Mr. Jakobs is doing an excellent job as well. And the gentleman from the VEB is also...
I'm a member of the VEB, the Stockholders Association, is also doing a great job. Well, good. So there's a great atmosphere here. So what's also very important, and what we see, is that we have the pharmaceutical industry and the medical industry. Wouldn't it be wonderful if these industries would move to reasonable margins? Drugs that cost EUR 1 million or EUR 500,000 a year, and I'm talking about cancer medication, of course, that's very unpleasant. It's important that people have access to medication, and that with reasonable margins, you can maintain the system in the Netherlands and keep it affordable. It's also important for all stakeholders that you, as an industry, the pharmaceutical and the medical industry, if something goes wrong, that you pass that on as soon as possible, that you ring the alarm bell.
Why is that important? Because the sooner you know something, the lower the damages will be. Now, we've been dealing with this problem for years and years, and this has generated a great deal of negative publicity. Negative publicity has an enormous impact, costs a lot of money. It's only a product, about a product with a turnover of EUR 1 billion. Is that correct? Well, you've got all the other products, MRI scanners, toothbrushes, things like that, and you can really focus on that. And Oral-B is doing much more advertising than Philips, whereas we have a much better toothbrush at Philips, as far as I understand. So why don't you communicate that? My own dentist doesn't... Well, that's what my own dentist tells me.
What else?
Sustainable industry is going to triple up to 2030, to EUR 600 billion. Now, it would be good if Philips could combine that with what they are good at doing. They would like... Philips should ride the wave. All the devices should have a backup should there be a problem with electricity. There should be combined packages for that, for home use and in hospitals, so that patients can be independent should there be a power cut. What else do I think is important? Well, let me see. You have plants in several continents, not only in China. Well, there's a war going on in Ukraine with Russia, supported by China, and North Korea is helping Russia. And then we've got Iran helping Russia. Iran is the sponsor of most of the most terrorist organizations in the world.
So they have a testing ground in Gaza, where they're shooting thousands of missiles, and 700 kilometers of tunnels is what they have. All this with the help of Iran. So it's important that you have plants in America, Latin America, Europe, Africa, and other regions in Asia. Can you work towards that along with other countries? And then in conclusion... Oh, yes, there's one more thing. Erik Scherder in the Netherlands, he is a professor there who talks about more exercise and eating more healthily. More than half Dutch, the Dutch nationals are obese and do not exercise enough. Same goes for the US.
If you want to focus on that, and if you want to use this as a flagship, if you want to do something about this, that would be great, because the healthier we become, the smaller the pressure will be on the health industry. I think that's more or less. I don't know whether you were able to follow my questions.
No, no, no, note that. The only thing you didn't give us was the name of your dentist, who had never recommended the Philips toothbrush.
I'll give it to you in a moment. I have an excellent dentist, by the way.
Let me start at the beginning. You were talking about reasonable margins. Well, as you've been able to see and read in the annual report, our margins are quite different from the margins of pharma companies.
Last year, we had 10.5% EBITDA profit. We talked about innovation. We spend, on average, 9% of our sales, we reinvested in new innovation. So, you know, if you're gonna talk about the margin that we, that we have, well, we will have to improve our margins, that they're not excessive, because we want to innovate in the longer term. We absolutely agree with you that access to healthcare is something that we need to pay attention to. We pay a lot of attention to the productivity of hospitals and hospital systems, and that also means that we are trying to help hospitals to reduce costs and to help more patients, and how our technology can help hospitals in that respect. So you're quite right.
We have to make sure that our health system remains affordable, and we're helping in that respect, and we are indeed explaining our margins. If we look at our competition, we still have a long way to go in order to reach the same margin levels as they have. So we're working really hard at this, and we will continue to work hard. That Sonicare. Now, just in terms of facts, we've increased our market share, perhaps not with your dentist, but globally, that is indeed a fact, and it's an important element of our operations and the different positions. We are number one in North America. Oral-B in Europe is number one. We look at the growth percentages that we've shown in personal health.
You see that, we are strengthening and reinforcing our position, and that our penetration of Sonicare is doing really well. The new innovations that I just mentioned contribute to that. So indeed, it is something that we focus on. We know that it's very important that we do this in cooperation and collaboration with dentists and dental care professionals. So I hope we will soon be able to visit your dentist to convince him that there are alternatives to competition. And a third point, plants globally, worldwide. We have to make sure that our supply chain can operate independently from geopolitical tensions and the wars that we see emerging left, right, and center, unfortunately. Which means that we are working on this very actively.
We have production capacity across the continents, in North America, in Europe, in India, in China, and also in Latin America. So we do have differentiation. We are working on our differentiation. Further, a number of our operations are moving to India. We're also looking at China, so this is a major point for us, and also the robustness of the supply chain, how to deal with geopolitical tensions, costs, and things like that. We're paying a lot of attention to that, and that'll remain the case in the future. Food and exercise, very important. We would recommend that everybody focus on healthy eating and exercise. Now, we don't have an ambition to move to food technology. We've made choices in terms of innovation.
We're monitoring patients, we're scanning patients, and we also focus on minimal invasive interventions, and then, of course, some consumer products. So we acknowledge the link with eating, with food. Lots of patients suffer from obesity. There's very often a correlation. We do see an impact, but this is not something that we will be working on and finding solutions for. About the margin, the pension funds in the Netherlands have EUR 1,500 billion at their disposal, and a lot is invested abroad. If the pension fund of DSM or Philips were to invest more in Philips, that would be wonderful, and I'm calling on all the members of executive boards, supervisory boards in the Netherlands. It's important to invest in this country, so the country becomes more sustainable, and that we invest more in R&D.
I'm sure you have children and grandchildren, and wouldn't it be great if in ten years' time, they would say, "Oh, Daddy or Grandpa, you did an excellent job?" So I would keep that in mind if I were you, because I would assume that your children and grandchildren would become more and more critical with respect to our society, and Holland is a wonderful country to invest in, and particularly, with respect to sustainability and medical technology. There are a lot of benefits. You don't have to force them, but you can engage with pension funds to invest more in the Netherlands. So that about the pension fund of DSM and Philips. Thank you for that. Philips does invest a lot in the Netherlands. I'm thinking of the High Tech Campus in Eindhoven. Then we've got Drachten, Best, and we've got other centers and hubs.
I mean, I don't... You can't say that Philips is not investing in the Netherlands, but,
... Philips pension fund does not invest in Philips, and DSM's pension fund doesn't invest in DSM. And whether DSM pension fund is willing to invest in Philips, well, I would encourage them. I would recommend them to do so. So, whether the Philips pension fund would want to invest in DSM, well, I would recommend that as well, but I'll leave it to them. Other pension funds, you're quite right. Lots of larger pension funds in the Netherlands, public money, essentially, is invested abroad and in other countries. If I look at Switzerland or Denmark, situation is quite different. But this brings me to the field of policies incumbent on the pension funds themselves. I'm not gonna comment on that, but our pension funds are not gonna invest in our own company. I'm glad with your visions, Mr.
Wijers, I'm sure you know him. He always said that companies should invest much more in Dutch companies. You can invest 30%-40% in your own economy. Now, if you can all agree on that, there'll be much more money available for Philips. Chairman: "Great, we'll take that on board. There are several initiatives, by the way, to see whether with public money, pension funds, we can invest more in our own country, such as some other countries do, and I mentioned Sweden-or I'm sorry, Denmark and Switzerland, but the same applies to France, et cetera. So as far as that's concerned, we are a liberal country, but we're not gonna talk politics here. Have your questions now been answered?
Yes. Thank you for that.
Except for the auditor, do you have any other questions about the annual report or financial statements, the clarification with Mr. Jakobs? Not about that or the auditor?
Not yet. So please go ahead.
Well, it's democracy, so we are allowed to. I do have a few separate questions, and then I will ask a question about the auditor's report, but I do that only after you've given me the floor once again. I have a question about quality control, guarantee, assurance. A new model must make sure that there's more accountability and ownership within Philips. Part of the program is to lower complexity of the organization. We read about it, we read it on the sheet, and also lowering the number of quality management systems. And unfortunately, we saw the other side of that coin, but it's important not to work with various systems that may not communicate or may not be integrated. That's one of the lessons learned.
So the questions we have, it's a great ambition as far as we're concerned, but what is the status of these programs? And an important question now, does Philips believe that the quality systems already are adequately enough in their performance? So are they happy with the progress made with enhancing? Because in the past, it was also said that when quality systems were improved, let's think about the CT scanners in 2015 in Cleveland, we would definitely like to see positive results now. Also, because we are a bit worried about mergers and acquisitions, we do understand that Philips has been focusing on something else in the past few years, but we noticed that both investments by the company in mergers and acquisitions are a lot lower than last year. Is it tenable? Is it responsible?
What do you foresee for the spending in the next few years? And did you also do a portfolio review, which is quite common at the level you operate, and to see what markets are not well represented from the perspective of Philips, or whether there is not enough competitive power? Then what we heard about mother and childcare, very important, the bottles and food, it's 11% of the division of personal health, EUR 400 million turnover. At a Philips scale, it's not a lot. Is it something that you want to create shareholders' value in on the long term, or is it something that you don't want to pay your attention to by the management? We then would like to ask a question about Philips consultancy. There was a decrease in sales in last year because you discontinued it.
So we are interested to learn, what type of consultancy did you have? What sort of services did they provide, to whom, and what sort of sums were involved? Before I move on to the auditor, which I will reserve later, there is a facility that you've created for legal matters of EUR 31 million, provision for legal matters, page 151, when people check. We wondered, can you clarify this? Because EUR 31 million, it will not affect much in reality, but the figures are important because it can be representing a lot more. Is it about apnea or something else? Please, your reply on this, these matters.
Yes, let me start with quality assurance.
Indeed, it's very important, and it's a combination of people and systems, which is why we have this as a number one priority in the organization, a cultural shift. We've made it very clear in targets that every organization has. We also changed leaders on positions that are important for quality. We have a new clinical leader. They have an independent line upwards to escalate matters, but at the same time, we make sure that they collaborate in the businesses with innovation to make sure that the products we launch will be meeting the highest requirements. At the same time, it's important that when they notice something, that people feel at liberty to report so we can act swiftly. Mistakes will be made in any organization, but the fact, it, it's important whether you can act on that quickly.
What we also noticed is that we had too many systems and too many complicated systems. We had a 50% reduction in quality systems in 2025. This year, we'll move on to 65%. We will combine the systems, and the processes that are laid down have been simplified. What we noticed is that we were over-processing due to the FDA visits we had. We laid down matters in so much detail that it wasn't operational anymore. So indeed, yes, quality systems at this time meet the requirements that we must meet. Yes, we want to enhance them. Yes, we want to improve them. So it's a very clear focus area to us, and we will invest a lot of resources on this.
Then M&E, indeed, with regard to the position that we have, the cash position that we have, it was the last item we wanted to spend on. It doesn't mean that we ignored smaller M&Es. In echography, we did a very good acquisition on AI-related propositions. It was possible with the cash flow, and we were lucky that very few M&A activities happened in the health market and the general market, also in view of the situation in the market, so we didn't miss out. Matters that were available on the market would not have been bought by others. We fully focused on increasing the cash flow, and indeed, the settlement that we have reached helps to provide clarity and also with improvements in operation, make sure that we have more firepower for the future.
So it means that we will indeed assess what we want and can do in the market, but primarily, we focus on autonomous growth because we think that it will be generated by the business and the products as we have. Now, consultants. We had two types, one in the innovation branch. They provided innovation advice to other companies. Then we had an innovation unit. 100 of our people moved over to ASML. They were fully engaged by ASML, although they were hired by Philips. And we said our core business is not consultancy. If we want advice, we want to do it ourselves, so they moved to ASML. And design services we provided to hospitals. We downscaled that. That's what was reflected in the financial statements. Then the legal matter of EUR 31 million?
That was from one of the governments, but not related to the recall.
Okay, and that's a final, you know, settlement or a final-
No, that's the best estimate we could make at that point of time.
Okay.
We will still have a negotiation on that, but that was the best, best estimate.
Okay, and then we have another, mother and childcare, another question.
Yes, EUR 400 million is substantial for us in size because it's one business unit, and it's growing double-digit this year. So we notice a strong demand in the market. It also links up very closely to what you need at home and what you need in hospitals. So fetal monitoring in hospitals, we have special monitoring solutions for babies and mothers, and we managed to link it up to at-home care. So we see that as a very important activity in the personal health segment, and it's growing, and we see potential for the future. So based on the units... Oh, the leader of the unit is nodding on the first row. I noticed that you had a question, too.
Yes, I have a question for the auditor.
Well, let's start that now.
No further questions about the financial statements, the financial report, annual report? So then, Mr. Sijbesma, Mr. Everts, and you about the auditor.
Edwin Janssen, my colleague, has already spoken of the Investors for Sustainable Development. We have a number of questions for the auditor, mainly about double materiality, and it's good to hear that other investors ask about the sustainability topic. We've been asking questions for so many years, it's great that other people are joining us.
I will ask my question in English.
... has been providing reasonable assurance on the double materiality assessment. To what extent does it believe the current report complies with ESRS applicable as of next year? Are there any areas it foresees obstacles or challenges, and has it had access to any topic-specific materiality scoring legends? If not, how does it validate assessment of the impact materiality scores? Financial materiality was mentioned as EUR 75 million for this year, but how does it look at materiality for the various sustainability topics?
Okay. Yeah. I have made notes. Yes. This year, we looked at double materiality assessments, as in the annual report. It hasn't yet been drafted according to CSRD, but the global reporting initiatives added with our own criteria, and in 2024, we will indeed do that in line with CSRD and ESRS. Philips is implementing CSRD. I think they are on the right track, and we are joining them full-time in addressing this. We don't see any obstacles, and we see that there is already a sound double materiality analysis and also a full roadmap to meet the CSRD in full. You also asked whether we have sufficient insight. Yes, we have been following these developments at Philips for a number of years.
We have had insight for many years, and we have full transparency and information that we require and anything we request. Philips has been fully transparent in executing the double materiality analysis, what topics are important, et cetera, et cetera.
Thank you. My final question, if-
Access to every information that we need. So indeed, so there, so also with regard to thresholds and everything. Okay.
Okay.
Mr. Blenderman, Mr. Spanier, do you have questions, too, for the auditor?
Yes, we believe so.
Mr. Feike, to me, an auditor is nowadays similar to internal fraud. Frauding, fraud with exams, so that's why I asked this question. Who was the OKB with you? When did the OKB investigation start? Were they executed on various units? When were they completed? And the outcome, this is the unit that has determined OKB policy in advance, and how do you check that within your team? And these questions are all originating from eleven forty-seven of MBA.
Yes, at Philips, we also started an OKB, a Dutch colleague of me. Does everybody know what an OKB is?
Well, it's an independent quality assessor of the audit, and at Philips, we have various, because we also, we have a capital markets review, which is an American that checks out whether reports are in line with the American Stock Exchange and Marco Molenaar in the Netherlands, as we mentioned. During the year, they check out the work that we perform. They have specific matters they focus on, and I thought it was a great question. You said, "When was the OKB finished this year?" So the independent quality assessor, it was at 2:30 A.M. when, on the day we finalized work, so she's very thorough. They work very thoroughly, and they don't take it easy.
Maybe good to report, the AFM, the Dutch Financial Authority, has already investigated these independent quality assessors at the larger offices, and the person in my team was also part of that assessment, and the result was that it was very good. So the quality of these OKBs at EY is guaranteed.
But can you also tell me what questions the OKB asked you? Because let me say it like this, they just look over your shoulder to see what comma you put where and why it's there. So what questions did your OKB ask? Because I can't see that it's paragraph 13 and paragraph 20 of the professional rules. I couldn't distill that from it.
You are right. Sometimes the questions are, what does it say behind the comma? They go in very much detail, but indeed, they focused on important matters, key audit matters, for instance, that I've explained, and other matters that are important to them is quality of the team.
Do you have sufficient staff members?
Of course, it's a very large audit. Philips has activities in 70 countries, so we made sure that we had the right staff members, the right number of staff members, and also for American financial reporting, whether we had the expertise and whether the right questions were asked in the audit.
That's fine, but what I can't see, Artice 8 of the EU Claim 537/2014, is something I couldn't retrace in your story. Why are you so foggy about this?
Well, explain to me what you mean.
Well, it's in the MBA 11:47 in your guidelines.
Now, what do you refer to exactly?
Because it's quite a list. Article eight of the European Union.
I don't know that.
No, that's, that's clear that you don't know it from the top of your head.
I assume you do because you looked it up.
Yes, but that's why I'm asking you, why didn't you apply it?
I think I applied it. Why wouldn't I?
I don't know. Because I can't find it. I can't retrace it. That's why.
So we will discuss that after the meeting. We always do, Mr. Spanier. We always do....
Okay, and nobody would know about what article we're discussing. So, Mrs. Spanjaard, thank you very much. Caroline Evers, VEB.
Well, I'm a bit puzzled because we started with the importance of good sleep. Erik Scherder was raised, and now it seems that the OKB signed at 2:30 A.M. Hmm, I'm a bit worried here about the consistency of the topics at the meeting. I have a number of questions to the management, but also to the auditor. Moving to and fro, the impairment test that was discussed for sleep and respiratory care, you assumed a growth in turnover as you plotted for the next year. In 2022, it was 5%, so question to management now. Maybe Mrs. Doherty, first of all, what did you base this expectation of higher growth of turnover? What did you base it on?
We do not actually assume or base anything. We are reviewing management's assumptions, and what we would look at is things like, what is the long-term plan that has been looked at in the board? What are the ups and downs? How far wrong could we be? If we were out by 20%, what would that mean? If we were plus more than 20%, what would that mean? So we take a look at assumptions, and we come to the conclusion, or we assess management, and our conclusion was that they were reasonable.
Which is not to say they would definitely be the case, but we were left in a situation where we believe that even with their assumptions, we still now have sufficient headroom that it's now no longer on the sleep and respiratory, it's now no longer on the close watch list because we have now sufficient headroom. If you'll recall, we did take a big impairment, a couple of years ago. So that's what we actually would do. But we base it on management, and then we would discuss with the auditors where they had big discussions, where there were any differences of opinion, and whether between all three of us, we could conclude that it was reasonable, and that's what we would do.
Okay. Thank you. Don't have a newer task force report and-
So a new item, a table with three parties, going to and fro. I have to ask the question to management: Why was the assumption increased up on last year, and do you feel comfortable to have 9.3% instead of the 5% you had last year? Abhijit?
9.3% was based on a lower base and also the possibility of us returning to the U.S. In terms of sales, we did not know. We did not have clarity on the Consent Decree, so therefore we made certain assumptions, as Liz just explained. On hindsight, we have taken further cost actions in the business. The good news is that the business is already profitable in the first quarter of this year. That allows us to now rebuild the headroom on that business. So I think now, we see that, let's say it was a prudent impairment of the Goodwill and that the growth rate that we put there, although we ended up lower, did not put further impairment at risk as we've grown the headroom on top of the business.
Okay.
Yeah.
Thank you.
Why do you believe that this assumption is reasonable? Is it on the top end of your margin of what you believe is reasonable, or is there enough margin?
Well, it's an assessment by management, and, I can second that. We addressed it in detail. The impairment test is something we scrutinize, and then we do shadow calculations, and we can second the percentage that was chosen in the model.
Now, another question about provisions. The investigation of Department of Justice is ongoing. Eighth April, 2022, it was announced, and the text in the annual report is actually identical to last year. So question to the management, the investigations have been ongoing for two years. Can you say a bit more, elaborate a bit more on what it could mean? And couldn't it now be appropriate for Philips to make provisions for that so that we can know what the expectations are? Or is it fully something you can't measure, you. It's too unsure.
From the FDA are ongoing. We do not have any input from their side or a claim from their side, based on which we can make a reasonable estimate, and therefore we cannot make a provision at this point in time.
Okay, and accountant for-
And your auditor feels comfortable with that?
Yes.
Now, a few very brief questions, and that's it for me today. To the auditor, thanks for your presentation. We always like to hear that. You are here on our behalf to address what Philips has done and to give an independent report. We really like that. What were the observations and recommendations by EY with regard to the internal control by Philips? I think about people, but also processes and systems in last year's audit. And can you also mention the three key items from the management letter with us? Can we see that in the key audit matters, or did you raise other matters in the letter?
We have not issued a separate management letter. The matters we discussed is cybersecurity. We did a deep dive on that.
Internal control environment, as such, there are a number of matters that we look at. So we look at internal auditing, internal control, the way these matters progress. If we have observations, we will raise these. And I also understood that the business is indeed addressing the feedback we give them in the right place, and something we looked at this year is to start on next year, which is CSRD. Now, this feedback is addressed and they are also addressing the gaps to make sure that compliance with CSRD is reached.
And are there any findings from last year that must be addressed this year and have provided feedback for this year?
Well, this year is what we just started.
Yes, indeed, what is indeed for running from one year into another is CSRD and the audit environment, the control environment that we need.
Did you specifically address the situation in the U.S. at Respironics? We heard management systems are being reduced 50% this year, 65% next year. The number of systems is lower, not really in-depth, so you lose track of what's important. As an auditor, do you also address specifically whether it will have the required impact on getting control of the organization? What did you do mainly in the U.S. in the past year?
We went to S&RC in Pittsburgh twice. We discussed it with management. We asked them what is happening. We look at their reports. We work with an EY team from Boston over there.
We follow what they're doing, we look at the initiatives they take, whether they collaborate with the regulatory authorities. We also have meetings with council and ask confirmation from that, and, in coherence, we have a good picture of what's happening and also about the provisions that are incorporated. Do you feel that Respironics is willing to provide full clarity to the auditors, or do you believe that it's still difficult in view of the past? No. They are fully transparent and are collaborating with us, and all questions are fully replied to in openness, transparency, and collaboration. Thank you.
Great. Thank you.
If we have no further questions about items two on the agenda... Well, where are we? See. So moving on to matters about two E, it's still item on the agenda two.
Item 2E, the Remuneration Report on 2023, as Mr. Stoffels has explained, or some time ago, not just now. Any questions about Remuneration Reports last year's? Okay, thank you. Now, any questions about discharge to F of the members of the Board of Management? Do you have any questions about the discharge of the members of the Supervisory Board? None either. Now, we will be able to cast votes because that's why you're here, after all. Now, about item on the agenda number 2, and I will be very transparent with you. The secretary gave me a great scenario that tells me where we are, and I am on page 18 of 60 now, to be fully transparent to you. Having said so, we will now move on to casting votes.
A preparation for this meeting showed the notary that the legal requirements and the articles of association requirements have been observed so that the general meeting was lawfully convened and is authorized to validly decide on the items listed on the agenda. The notary just mentioned to me that at the start of the meeting, the capital represented rounded to 3,800.5 million, entitling to 692.6 million votes. So 76.6% is now represented at the meeting or has a proxy. Now, let's move on to casting votes for all the proposals. In particular, you can cast electronic votes. Now, the logon code is personal, you can't vote for, on behalf of anybody else, and corresponds to the number of shares that you represent on the meeting.
As you've received a manual with some personal details and description of the voting procedure on your mobile phones. There are also people, Philips staff, here to help you if and when required to cast your votes. Now, I would like to ask you to take your mobile phones out and to follow the instructions that were given to you when you entered. Now, if you have any issues, please raise your hand so that somebody can assist you. Now, now it's very complicated. If you want to vote in favor of the proposal, press 4. If you want to vote against, press against, and if you want to abstain from voting, then you press abstain. Now, for the record, I mention that I will only mention the percentages of the votes cast.
The exact results will be published on the website in two weeks' time, and of course, be included in the annual report. Now, item one on the agenda. You are not required to vote on item 1A, not 1B, about the dividend policy. You're not required to vote to 1C-
... The adoption of the 2023 financial statements. So that is the first item we will cast votes on. Item on the agenda 2C, adoption of the 2023 financial statements. I now declare voting to be opened, and I ask you to cast your vote by pressing the button of your choice as stated: for, against, abstain. So item on the agenda 2C, adoption of the financial statements.
You have a couple of seconds to determine your choice, and then the vote will be closed. Right. You can close the vote, and we can see the outcome of the vote. In favor, almost 99.5%, and against, 0.5%, rounded off, which means that the proposal for the adoption of the financial statements has been carried. Thank you. Agenda item 2D, the dividend proposal, EUR 0.85, as we just outlined. Procedure is the same. I'm going to open the vote on agenda item 2D, the dividend proposal, and you can vote in favor, against, or you can abstain from voting.
You have a couple of seconds to make your choice. And then we can close the vote and ask the operator to display the outcome, and all this is supervised by the civil law notary. Approximately 99.5% in favor and half a percentage point against. So that means that the dividend proposal has been adopted. Thank you for that. Now, the advisory vote on agenda item two E, which is a remuneration report, as outlined by Mr. Stoffels. This is an advisory vote once again, and you can vote in favor, against, or you can abstain. The vote is open.
You can cast your vote. Agenda item 2E, remuneration report, and I will ask the operator and the civil law notary to close the vote and to disclose the outcome of the vote.
94% in favor of the remuneration report for 2023 as presented, and, just short of 6% against the proposal. So the proposal has been adopted. That was E, and now we move on to 2F, which is discharge or release of liability, the members of the Board of Management. You can vote in favor, against, or you can abstain. 2F, discharge of members of the Board of Management. You can cast your vote as we speak. And I would like to ask the operator to close the vote and to show the results on the screen.
98% has voted in favor of discharge of members of the Board of Management. Well, that was different in the past. And against, just over 1%. No, no, I'm not gonna engage in a debate with you. So there we go. That was two F. Now on to two G, which is discharge of the members of Supervisory Board. Once again, you can cast your vote in favor, against, or you can abstain. Two G. Right, and you can close the vote. Almost 90% in favor and about 10% against release of liability, and that'll be due to the reasons I outlined previously. And so with that, the proposal to release the members of the Supervisory Board, their liability, this has been adopted. So we're moving on. Agenda item three of this meeting, making headway.
I was just considering, you know, thinking, "Why not take a mini break?" And then I thought, "No, no, no, not a good idea," because everybody will come back into the room with new energy, so that's not what we want, so we're going to plod on. Composition of the Board of Management. The next item concerns the composition of the Board of Management. Our current CFO, you've heard him on several occasions today, Abhijit Bhattacharya, has been reappointed last year for a two-year term, and this ensures the continuity within the board and enabled us to follow a parallel succession process. And now we can announce, as you know, that we have found a successor to Abhijit, and that is Charlotte Hanneman.
And before we discuss the nomination of Ms. Hanneman, I would like to thank Abhijit on behalf of the Supervisory Board, as Roy did, for everything he has meant for Philips during a long and very successful career with our company. And we know, Abhijit, this is- we're not saying goodbye. This is not a goodbye, because you're gonna stay on until the 1st of October. You'll simply continue to be the CFO of this company, and we'll be saying goodbye to you at a later point in time. Nonetheless, I would like to thank you now and wish you all the best for the future. Thank you. Supervisory Board is pleased that Charlotte Hanneman is available as a member of the Board of Management, as Chief Financial Officer.
She has more than 20 years of experience in the med tech and pharmaceutical industries, and with her arrival, we can increase the diversity in the Board of Management as well, and we strengthen our sector-specific knowledge in our board. Ms. Hanneman will join the Philips Executive Committee as of the 1st of June, and after an induction and transition period, if she is appointed today, she will join the board as of the 1st of October as the CFO, and she will be succeeding Abhijit, who, until then, will continue to be the CFO of the company. The term of appointment, as proposed for Ms. Hanneman, is 4 years as usual, which means that her appointment will expire at the end of the AGM in 2028. We've agreed on a contract with Ms. Hanneman, and this has been disclosed on our website.
So you can find it there. Before we proceed to the vote, I would like to briefly give Ms. Hanneman the opportunity to say a few words to you. Charlotte? Thank you, Chair. Good afternoon, everyone. It is absolutely wonderful to be here this afternoon, and it is an enormous honor to be nominated as a CFO and member of the Board of Management of Philips. You all know that Philips is an iconic Dutch company, and I... You know, I've known all about Philips since my childhood. And you heard it today, Roy talked about this. This is a company with a strong mission and an excellent strategy in a sector that I have a lot of experience in.
So I'm really looking forward to, along with the executive committee, along with the Supervisory Board, and along with all staff members of Philips, to work on a successful implementation of the strategy to create sustainable value. Thank you. With passion and conviction, Charlotte is going to strengthen our team. Would anybody like to ask a question or make a comment with respect to this agenda item? Please, go ahead.
One question, Guillaume Gaillard of PGGM. Ms. Hanneman, I hope I'll be able to congratulate you with your appointment. But my question really is about the former CFO, the older CFO. No, the current CFO.
You're absolutely right. He's not the former, he's not the older, the current CFO.
Do you have a severance arrangement for the current CFO? And if so, could you enlighten us?
Abhijit Bhattacharya is leaving in accordance with his ordinary contract, which means that at the end, on the 1st of October, he will be paid a standard compensation of one annual salary, which is the maximum in the Corporate Governance Code, and also in line with not only his contract, but also what many other companies in the Netherlands do. His period of notice of six months has already started, while he's still in his current position, which means that that will terminate when he leaves us, so there will be no so-called garden leave. Incentive for 2024, well, that will be paid out pro rata, standard, depending on performance. LTI grant of this year is not applicable, and last year also all depends on performance, and there's no accelerated vesting that has been agreed on. So it's all ordinary business. Well, I would not call it standard, but everything in accordance with arrangements and contracts.
Thank you for that. Anybody else on this item on the agenda? Okay, so we can proceed with the agenda regarding the appointment of Charlotte Hanneman as CFO, and I suggest that we open the vote. Agenda item three, the appointment of Charlotte Hanneman as a member of the Board of Management and CFO of the company. Vote is open. You can vote in favor. Well, we would recommend as much, or you can vote against, or you can abstain from voting. I'm gonna give you a couple more seconds to make your choice. And the vote can now be closed. Charlotte? Rounded off 100% in favor. Let me put it that way. So on behalf of the company and the Supervisory Board-...
We have flowers for you, and thank you for accepting to take this position. And also flowers for Srabani, Abhijit's spouse, because Abhijit, of course, he did the job, but without Srabani, it would never have been possible. So thank you, thank you, thank you. Now, this takes us to agenda item four, which is the composition of the supervisory board. Ladies and gentlemen, the next item on the agenda is the composition of the supervisory board, and since this agenda item also concerns my own reappointment, I would like Mr. Stoffels to take over the baton as chairman at this meeting. After that, I will deal with four B and four C, which is reappointment of Mr. Löscher and Benoit Ribadeau-Dumas. Paul, can I ask you to take over as chairman at this meeting?
Thank you, Volker. It is a great honor.
I'm happy to take over as the Chairman, now as Vice Chairman and Supervisory Board. Mr. Sijbesma's reappointment is recommended because of his contributions to the Supervisory Board over the past four years, including the way in which he fulfills his role as Chairman of the Supervisory Board and his role as Chairman of the Corporate Governance and Nomination and Selection Committee.
More specifically, because of his leadership in international business, also in the area of sustainability. He is nominated for a period of four years, and I would like to refer to the further explanatory note to this item, on the agenda. Does anybody have a question regarding the reappointment of Mr. Sijbesma? I see there are no questions, so with that, we can proceed to the vote. So we're opening the vote on agenda item four A, reappointment of Mr. Sijbesma as member of the Supervisory Board, and I would request you to press the button of your choice.
Mr. Sijbesma has said it on several occasions, you can vote in favor, against, or you can abstain. Couple of more seconds, and I will ask the civil law notary to close the vote. The vote is closed. Mr. Sijbesma is reappointed with almost 92% votes in favor, 8% votes against. Thank you, Mr. Sijbesma, for being willing to continue as chairman of the Supervisory Board. Thank you. Thank you for your faith in me, and with a great deal of passion and commitment, I shall continue as chairman of the Supervisory Board of Philips. We can now proceed to agenda item four B, which is a reappointment of Mr. Löscher.
Peter Löscher has been a member of the Supervisory Board since 2020, started the same time as I did, and is nominated because of his contribution to the Supervisory Board over the past four years, and also the way he fulfills his role as member of the Audit Committee and the Quality and Regulatory Committee. And more specifically, because of his extensive experience as a leader in the medical, technical, medical technology and pharmaceutical industries. It's been a pleasure to work with Peter Löscher over the past few years in the Supervisory Board. Proposed term of appointment for Mr. Löscher is four years, and I would also like to refer to the explanatory notes to the agenda. Would anybody like to take the floor on the reappointment of Mr. Löscher? Okay, so we can proceed to the vote proper.
We're dealing with the vote on agenda item 4B, reappointment of Mr. Löscher as member of the Supervisory Board. You can vote in favor, against, or you can abstain from voting. I'm gonna give you a couple of more seconds. You can close the vote, and we can look at the results.
Peter.
Peter, with 97% in favor. Congratulations. Thank you, and I'm looking forward to working with you. Now, we can proceed to 4 C, which is the appointment of Benoit Ribadeau-Dumas. And as you know, Philips and Exor entered into a relationship agreement in August 2023, and after that, Exor took a 15% stake in the company to support the company's plan to create value with a sustainable impact. In this relationship agreement, Exor has committed to be a long-term shareholder, and it was given the right to propose one member of the Supervisory Board. And in line with the proposal made by Exor—based on elements that we, as Supervisory Board, put to Exor, and after interviews, of course, with Benoit. The Supervisory Board now unanimously nominates Benoit Ribadeau-Dumas to become a member of Supervisory Board.
Benoit has been managing director of Exor since 2022, and he leads the healthcare business and investments of Exor, has experience with large global industrial companies and management of high-tech companies in aerospace, defense, and energy sectors. The proposed term of appointment of Benoit is four years, and I would like to refer to further information in the explanatory notes to the agenda item. I would also like to give Benoit the opportunity to say a few words to you. Benoit?
Thank you, all, also for the kind words. I led the investment of Exor within Philips, so I have been, I've had the privilege to know this team now for a year. I must admit, we are very happy of our investment. We like the sector, we like the innovation capability of Philips. We like the team, and we also even more like the plan that Roy presented one year ago. So we are here to support it, and I feel personally privileged to joining the team and hopefully contribute to the future success of this company. Thank you.
Very much. Thank you, Benoit. We appreciate and highly appreciate that you're willing to join our team.
Now, I'd like to proceed to the vote for C, the appointment of Mr. Benoit Ribadeau-Dumas. "If I pronounce it correctly," says Mr. Sijbesma. Ah, yes, I forgot that. I'm glad you interrupted me. Would anybody like to take the floor about this proposed appointment?
My name is Lisao. I'm not dissatisfied or nor unhappy with Exor as a co-shareholder. I understand, given the position they have, that they also want to have a supervisory director led by you. What I am unhappy with is the way in which they became a fellow shareholder, and I don't think I am alone in feeling that way. How does the board, supervisory board or board of management feel about this? Mr. Sijbesma.
Well, at the time, quite a few things were said about this, and as a company, you can have an opinion about all sorts of things, but I find it very difficult to have an opinion as to how investors make their money with the money they invest and how they invest. This is something that is up to shareholders and also up to the regulator. The only thing that we feel as a company is that it's important that all this transpires in a legal way. And if that is the case, that's fine, and that could be done through all sorts of structures, broker trades or whatever.
Every investor will choose his own way of how to invest in a company, and Exor has chosen its way to invest, which is a legitimate and a legal way, according to the, the, the common constructions, structures that exist to that end. So I don't have any negative feelings about this. Well, legitimate or legal is not the same thing as in line with the purpose of the law. What are you saying? Legitimate is not in conformity with the purpose of the law. Well, the whole idea is that we implement the law. So I would say that the legislator should allow what he wants to allow and not allow what he doesn't want to allow. And legislator... As and of course, we can talk about this till the cows come home.
But the legislator has allowed for all sorts of structures with respect to acquiring shares, and the way in which Exor has done this is in line with what is allowed by law. You're not happy, I see.
Well, you're happy, but I can't make it any different.
My name is Piet Boks. I'm from Eindhoven. I have an investment foundation. We had a share price that increased and went down. But what is happening, we talked about that business. It participates, but it's a lot. It's very sudden for private investors. It was a surprise, maybe a positive surprise, but... Well, you can't strip dividend, but people did so. It wasn't allowed in the past, and we used to do it. It's similar here. Something happened why—which is why I support this person, of which you would say, "Well, it's on the edge of what's allowable," or, "Is it correct or not?" Well, personally, I believe it's not true. It's sudden, yes.... Not to me. Of course, we discussed this with Exor in advance, but for shareholders it was sudden.
It's impossible, of course, not to have it suddenly, because you're either a shareholder, you've bought it or not, not in that amount. It's about 5% and more. It was all of a sudden a lot. Yes, that's correct, but there are rules. Let's say, the Friday before it was announced, Exor didn't have the number of shares, and on Monday they did. So on Friday, you can't make announcements, and you have to announce on Monday. These are the rules of the stock exchange, and it will be very difficult if this company would determine its own rules. These are the stock exchange rules. But it is true, fine, it was taken over, and a lot was said in the media about, did it happen correctly? Let's put it like that. If it would have happened by means of the front door or the back door.
Well, you mentioned a few things. It's sudden? Yes. It's legitimate? Yes, it is. And that shareholders were surprised, yes, I do understand, and it's possible. But as Philips, we are very happy with Exor. Why? Because as I've just explained, and Benoit has also explained, Exor is a long-term shareholder with a long-term perspective, which is the way how this business can add value from innovations from technology. And of course, we do welcome all shareholders, but a long-term shareholder is something that makes us very happy. Thank you for your feedback, and in Eindhoven, people can also enter through the back door. Well, I'm also from Eindhoven.
Excuse me, we can't hear what's been said in the room.
Now, Mr. Everts wants to speak about this, so he has one or two remarks.
We are also happy about Exor. Let's state that when Exor does well and the Philips stock price increases, but with all due respect, they were trawler fishing. They only benefit from the fact that, Philips is now improving, and they're still in arrears in the stock price for us. So all due respect for Exor, but he's not the savior of Philips. It's all the other shareholders that stayed here when the stock price was low that saved Philips. About the transaction, it's not correct. According to the law, it is. That's something that wasn't due to Exor, but Goldman Sachs used the European directive. They used the intraday exemption. So when you are a market maker, you don't have to report what you are accruing for other persons if you read the directive literally.
That's not what the directive was intended for, that's what the Ministry of Finances and the Financial Markets Regulatory Body also says. So it's something that will be will have to be repaired in future, because everybody can take over without informing anybody. This time it's Philips, but if it's a business in nuclear energy and indeed, the Russians are doing it, Goldman Sachs will do it, will do this act for anybody.
They don't have ethical standards, so it is very, very dangerous, and we will make sure that the intraday exemption, which was abused by Goldman Sachs, but is allowed to abuse, to take it out of the directive in future, so that next time a person will enter through the front door, will increase the number of shares, and has to report 5, 10%, et cetera, as we should, and we will make sure that we will remind everybody in the Ne therlands on how to do it. Thank you.
Thank you. And I do second what you say. I don't think that Exor is the savior of Philips either. You say the present shareholders are, and I hope that it's also the management with the staff members that have saved this business and will put it back in its rightful place.
You had already received flowers, so that was already clear.
I didn't receive flowers. Now that we're discussing that, never mind. But I'm happy for the long-term support by Exor. I will not address the ethics of Goldman Sachs or anybody else. It seems inappropriate, and you use one word, and I want to nuance that. I understand why you say it, and you say, "Abuse," others will say, "Use." Because as long as it's allowed by law, it's very difficult to have a different opinion as a business than the law. And in future, the law may change.
That's not my authority. It's complicated enough to be the Chair of the Philips Supervisory Board than to handle the law, but I follow your drift. Having said all of that, let's now cast votes for the appointment of Mr. Benoit Ribadeau-Dumas as a member of the Supervisory Board for Philips for a period of four years. You can vote in favor, against, or abstain. We've opened the vote.
You can now close the vote. Well.
At least I would say don't take the-
Discussion personal, Benoit, because with overwhelming majority, you voted in, and I welcome that very much. Thanks very much.
[Foreign Language]
Now, this is page 44 of 64 already, of 60, and that's item 5 of 9, which is moving on nicely, and it's nearly 3 hours that we've been in this meeting without a break.
Yes, indeed. So remuneration. Remuneration of the executive and supervisory boards, item 5 on the agenda. Ladies and gentlemen, the next agenda item concerns two proposals for an amended remuneration policy for the Board of Management and Supervisory Board. In the explanation of these agenda items, we went into detail about the process we followed and, of course, the main changes compared to the 2020 remuneration policy. We've also discussed that with the stakeholders, Mr. Stoffels and myself, and in the roadshow, we visited all the larger shareholders, who represented about 55% of the issued capital, to seek their feedback, and we also met with various voting consultants. Now, it would go too far to repeat the full written explanation of all the changes. You can find them in the memorandum that was added to your invitation to the AGM.
I only mention a few important changes. We propose to simplify the structure of the variable remuneration in a number of areas, and we also want to increase the share of non-financial performance criteria in our variable remuneration, and we want to emphasize the focus on quality mainly, and to reward management for performance on the broader ESG spectrum. Furthermore, we are responding to the request of some shareholders to no longer award vesting in our long-term incentive plan, to the extent that it is below the median performed on the relative shareholders' value. Finally, I would mention that we have revised our peer group to better align to the focus on med tech talent. In a few words, these are the elements of the new policy.
We visited many shareholders, and I think about 15 remarks of shareholders were received, and we indeed incorporated all of these. You can also see what we did in the documents that we submitted to you. Obviously, we are aware of the sentiment surrounding the remuneration of the Board of Management and Supervisory Board, both within Philips and in the wider community. But when we prepare the proposals, we have engaged with some of the larger shareholders and with the proxy advisory firms, advocacy organizations, as well as our own views of what's happening in society. And the discussions that we've had in the past few years around remuneration, and we also discussed members of the some of the Board of Management that are leaving and what we, how we handle that today.
Is there anybody who would like to speak about these proposals, which is the remuneration of the Board of Management and the remuneration of the Supervisory Board members? Nobody. So let me proceed to vote.
Oh, excuse me. What I was wondering about is whether the remuneration of the members of the Supervisory Board is in line, in view of what's happening. I believe that definitely with regard to the chair of the Supervisory Board, you are under a lot of work stress and that a person at your level has hourly wages of, let's say, EUR 300, EUR 350. It may be a lot more, but in view of the hours you spend, I think it's lower than EUR 100 an hour.
I think it would be a good idea that we would address the remuneration of the Supervisory Board members. In general, in large crises, it is good to indeed consider that, because the most important part is not that you work one or two days, but that Philips has excellent service by the expertise of the members of the Supervisory Board. That's something to consider.
Well, you have to go through things during your life, and thank you for your support for a further increase of the proposal for the Supervisory Board. I said sometimes, indeed, when I would calculate the hours I spent and how much money that would be per hour, I don't know that, but indeed you can. But I think it's a fair topic to discuss.
But I wasn't ready yet, but I also want to state that as a Supervisory Board, we discussed this really robustly, and I think that the proposals are very reasonable. If you say, "Well, it's, you know, it's not really generous," the members of the Supervisory Board said, "This is what we will accept," and the reason is also that we are very much aware what sentiments are presently in society about levels of reward. And we believe, of remuneration, we believe that this is a level of remuneration that we want to propose, and I thank you for your support. But I do believe that in the context in which we work, Philips has been in dire straits. We have made an effort, together with the executive management, of course, but in the context of society, we think that we have made a prudent proposal.
I would like to respond to that. We discussed that in detail in the Supervisory Board. I believe that Mr. Feike Sijbesma must receive a very big thank you from all of us for his excellent commitment, and we believe that we should applaud him.
Thank you, Paul. So that's... You know, I've received that already. That, that can't compete with money, so thank you.
Now, let's move on to casting votes. Oh, Mr. Everts, one incoming message for me. Yes, it's a call from... When there's a call from the left to talk about higher remuneration, I will counter it from the right. Any other questions? I think it's very wise, chair, what you stated about social contexts. We are always compared to across the Atlantic Ocean, where people are remunerated in different ways.
So the carefulness that you have displayed, which was different in the past, is something we like, and my supporters have asked me to address one question, which is the financial and the non-financial performance criteria in the variable system you now, and the STI and the LTI, you have pay more attention to the non-financial performance indicators. But it's also about acceptance by society. When the financial criteria don't allow you to spend money, except for being very prudent about that, it is odd that it's very easy to obtain extra remuneration based on non-financial criteria. We say to other companies as well as to Philips, "Introduce a circuit breaker." We don't believe that the non-financial criteria are important, but if there's no money to distribute, it shouldn't be spent on the members of supervisory and executive boards.
Now, did you think about a circuit breaker, that if you didn't meet any basic thresholds, that you will not pay out on the non-financial targets? We believe that would be the right thing to do if you could incorporate that. What is your reflection on that, please?
Well, it's great that you counter what's on my right-hand side, and I do agree with you, and you know that. We've discussed this at length. That I do believe that it is our task to make sure that we incorporate social context in the way we remunerate, so that's why we made our proposal. Payments, when performance indicators are non-financial, two matters I would like to raise. We've increased that up to 30%. Many American shareholders would have liked that to be below 30%, and European shareholders would have liked it to be 40%.
This is what we ended up on. You see that there are cultural differences across the world. Two, payment on non-financial criteria when finances aren't abundant is a very fundamental discussion that would make me a bit strict. It's about what a business must do, and a business must do more, and I'm convinced of that, than just create economic value. They also have to create ecological value and social value. You can say now, "Is economic value creation of a business more important than the other two?" And I don't think so. I think all three of these are important. It doesn't mean that economic achievements can be exchanged for ecological and social achievements, but I do believe that all three are important.
When you start to say, "I will not pay out on ecological or social fields if funds aren't sufficient," you said something what you believe is most important for a business. However, this doesn't affect the fact that when there is no money to distribute, there will be an issue, which is why we included in the Remuneration Policy a discretionary authority by the Supervisory Board towards the remuneration of the Board of Management whenever they have reasons of their own. It could be, but we didn't lay that down in policy, it could be that it's automatic, which is a separate decision of the Supervisory Board, to use its discretionary authority. They can do that, they can't do it. It's all about the circumstances why these economic achievements weren't as they should have been.
I do understand what you say, and we've discussed it before, that you must agree slightly with me that a business must perform on all three field s at the same time. Well, thank you for explaining. I can second what you say. I would agree with you if there can be a difference between legal entities and natural persons. I think the same standard should be used. We are not here just to earn money when external effects are not incorporated, but what applies to legal entities should not always be expressed in money, applies to natural persons, too. When a person works at Philips, make sure that there's diversity, that CO2 emissions are low. Should you get a financial reward for that, or is the fact that you can collaborate on that, that you perform in that team, similar to what's important for a legal entity?
Wouldn't it be a reward in that position for a natural person, too? So that's why I ask you to reconsider that, because I don't see a difference between natural persons and legal entities.
Thank you for your comments, and I will continue to consider it. Another topic is to conclude that the targets we set on the other fields must be challenging and not must be merely a bit of CO2 emissions lower. These must be challenging targets. I know the discussion.
I'm very familiar with it. I do understand all your arguments, and I try to incorporate these, so thank you for explaining it. So, Mr. Stoffels, maybe you can convince a bit more. Do you have more to clarify on, Paul? Would you like to say something about that?
No. I think you've said everything we needed to say.
Okay.
And then the Association for Sustainable Investors would like to make a remark, too. In the past few years, we've asked for reasons of our own to indeed make sure that board members have targets on sustainability, to make sure that particular in that field, progress is achieved when there wasn't enough progress. Now, we have legislation, various laws under the Green Deal, that make it very complicated, and one of the questions we did not ask now is, "What are the criteria for sustainability for new members of committees, for new members of the board?" And of course, the incentives and the KPIs are relative. Just as a remark to support the reply by Mr. Sijbesma, so that indeed you will consider that thoroughly. Well, you know, you show with your comment that it is a complicated discussion, and various opinions exist also in society.
We all hear different opinions in this room, too, and I'm happy that you contribute to that. I do understand your various opinions, your diverging opinions, and what we try as Philips is to make sure that we incorporate it in a very balanced and a very considered, well-considered package. I believe, otherwise we wouldn't have proposed it together with Mr. Stoffels, that we managed to do so. But this is a discussion that we will have several times in the next few years, increasingly, I believe. Philips is a business that is a forerunner in this field and how to lay that down in remuneration, and I'm proud of that. Together with Paul and the Supervisory Board, that we have introduced this in the business. Now, still, I will make a third attempt to cast votes.
S- of proposal five A, the remuneration policy of the Board of Management, and that's item five A, and I open the vote now. A few more seconds. So we'll see about that. The remuneration of the Board of Management, you can close the vote. Well, 96% of shareholders think that it's a well-considered proposal, and I'm really happy about that, with about 4% that voted against. Now, item on the agenda, five B, the proposal of the remuneration policy of the Supervisory Board, five B. You can open the vote. Now, a few more seconds. And you can now close the vote, five B. Close the vote. Remuneration policy of the Supervisory Board, nearly 99% in favor, so yeah. Hmm. Very good. Thank you for that, and thank you for your support.
Now, I move on to item on the agenda number 6, which is the authorization of the management board to issue shares or accept rights to accept them and limit or exclude exclusion of preferential rights. Item 6, it's an item that's always on the agenda every year, the authorization of the board of management issuing shares, granting rights to acquire them, and limiting or excluding pre-emptive rights. So two items on the agenda, 6A, 6B. But before we cast votes, which is an authorization for 18 months that we request, I don't know whether it's a recurrent item on the agenda so that you need further explanation, but I would like to give you an opportunity to ask questions about item 6A or item 6B. Is there anybody that has questions about this proposal? If not, we can now cast votes.
First of all, Item 6A, issuing shares or granting rights to acquiring shares. The vote is now open.
And...
And we can now close the votes. Yeah, well. 98, nearly 99% in favor, 6A has been adopted. So item on the agenda 6B, which is the authorization of the Board of Management to limit or exclude pre-emptive rights. In favor, against, or abstain, 6B. So you can now close the vote. And 6B, nearly 97% in favor, so 6B has been adopted as well. Now, we are getting there, sort of. Item seven on the agenda, the authorization of the executive board to buy back shares in the company, which is also an authorization for a period of 18 months, of course, with approval by the Supervisory Board to do so.
It concerns an authorization that you grant every year to buy back shares, and this year we also ask you for this authorization within the limits as put in the agenda and the company cannot acquire and hold more than 10% of the number of issued shares and 10% of the issued capital as of the same in connection with share repurchase program for capital reduction purposes. Does anybody want to ask a question?
Yes. Soon we will have dividend and shares. How many shares will you use from this fund to pay out dividend? It's a good question. Abhijit, that's what I thought.
As I said in the beginning, we will not use these shares, so this is just an approval in case we need to do a buyback. But for the dividend, we will be issuing fresh shares from the company.
How many shares are as it at this point?
We have about 900 million shares outstanding.
Okay.
All right.
Mr. Sijbesma, I would like it if instead of buying back shares, you would invest in more innovations, more R&D, to have many more products to generate more profits and more turnover. That's what the company is intended for, is my opinion, and we are highly responsible for sustainability, and ING doesn't grant enough interest rate to the persons that have money in their bank and spend it to the shareholders. What I would like to propose is to invest for sustainability in Philips sites, for instance, in Eindhoven, because if you plant woods, CO2 emissions will be lower. I would like you to consider that to make sure that part of buying back shares will be spent sustainably, because it's in the interest of all of us on the long term.
Thank you for your contribution.
I don't believe that I should comment on the interest rate policy of ING. It would be quite odd if I would do that, so I have no opinion about that. With regard to buying back our own shares, we do have an opinion about that, and in our cash allocation, buying back shares isn't on the most prominent position. First of all, we try to grow our own business and to invest in our own business, and alternatively, and also to do acquisitions, which has been difficult in the past few, and also buying shares is an element, but in the cash allocation, it doesn't rank high. But there may be situations in which it would be of interest, and you must have that opportunity. Do I state the wrong things?
No, that's very good, Feike.
No, and to make it clear, in April, we used the last part of the 2021 buyback program, and we do not have any current plans to buy back more. So it is just to accommodate for any urgencies.
... Right, so we can proceed to the vote regarding item seven. So authorization of the Board of Management to buy back its own shares. You can vote in favor, against, or you can abstain. Vote is open. And slowly but surely, we can close the vote. 98% in favor. The proposal seven, proposal to authorize the Board of Management has been adopted. Item eight, which is the inverse, which is cancellation of shares. This concerns cancellation of ordinary shares in the capital of the company that have been or will be purchased by the company pursuant to the purchase, repurchase authorization proposed under the previous item on the agenda. I'd also like to refer to the explanatory notes to the agenda. Is there anybody who would like to take the floor on cancellation of treasury shares?
Right, so I suggest we proceed to the vote on item eight. In favor, against, or abstention. You can close the vote. 99... Yeah, canceling shares is fine. 99.5% in favor, and so the proposal has been carried hereby. So slowly but surely, we are moving to the conclusion. Update, 61 pages in my document, and this is page 60 for me, so we're getting there. Page 60 describes agenda item nine, which Mr. Spanjaars, as you know, is any other business. Are there any other question, is there any other business to address?
Yes, I have a question. An update on 59 PI. An update on 59 PI?
Oh, absolutely. Mr. Jakobs.
Well, could you perhaps clarify your question?
59 PI. 59 PI. Don't you speak English, or where are you gonna move to? Prinses Irenestraat 59. Prinses Irenestraat 59. That's the code.
That's what you... they use at the Zeltos. "Well, we're not there yet," says Mr. Jakobs. "We're working very hard to move there early next year, 2025. We hope to move into a new building, Prinses Irenestraat, which would be a wonderful new destination, I think, for the new head office. Quite a bit lower, smaller, as you saw, which fits so who we want to be: ecological, open, transparent, light." So when, when will you be moving? "Well, we hope in March, but the building plans, you don't know. There's still a lot of time to go. So this is still our ambitions, but can't give you any more certainty than that. Hopefully, at next year's AGM, we will have moved." Anybody else would like... Anybody else like to take the floor under any other business, item nine?
Okay, be quick, or else I shall move to item 10, which is closure. After that, nothing is possible anymore with respect to this meeting. Right, so if there are no further questions, I hereby close this meeting, and I would like to thank you very much for having spent these 3.5 hours with us. Thank you for your support. All the proposals have been adopted, all the proposals on this agenda, and we will be publishing this, as we said. We will also be disclosing the exact results of the vote on the website, and either today or tomorrow, we'll be issuing a press release that all proposals have been adopted. Thank you for your comments. We'll take them on board. We very much appreciate that, and I mean that. Thank you for your time. See you.