1
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6 Risk management
6.1 Our approach to risk management The GBP Review Committee is responsible for the effective deployment of the Philips
General Business Principles (GBP) and for generally promoting a culture of compliance and
Vision and objectives ethics within the company. For more information see below under 'Philips General Business
Philips approaches risk management as a value-creating activity that is integral to Principles'.
innovation and entrepreneurship. As such, it is part of the Philips Business System (PBS). Key
elements are our risk management governance, Risk appetite, the Risk management process The Security Steering Committee (SSC) and the Group Security function manage security
standard, the Philips Business Control Framework, and our General Business Principles (GBP), (including cybersecurity) risks. The SSC evaluates and sets the Group's security strategy,
which are further described in this chapter. There can be no absolute assurance that our risk issues security policies and evaluates progress and effectiveness. Dedicated security reports
management will avoid or mitigate all risks that Philips faces. The material risks are are shared with the Executive Committee, the Supervisory Board and external auditors. On a
described in the section Risk factors, starting on page 92. quarterly basis, briefings on cybersecurity risks are provided to the IT Audit & Risk
Committee.
Risk management governance
The Executive Committee identifies and manages the risks Philips faces in realizing its The Environmental, Social and Governance (ESG) Committee initiates, drives and coordinates
objectives. It defines the risk appetite, provides the risk management framework, and ESG strategy development. policy setting, disclosures and planning of programs and
monitors the effectiveness thereof. The Risk Management Support Team, consisting of activities in relation to our ESG commitments and obligations. It administers ESG reporting,
experts on various categories of risk, supports the Executive Committee through regular monitors progress, assesses risks in relation to ESG and makes recommendations to the
analysis of the enterprise risk profile and enhancement of the risk management framework. Executive Committee on our ESG endeavors.
Management is responsible for identifying critical risks and implementing appropriate risk
responses within their areas of responsibility. Various functions (such as Internal Control, Philips actively maintains Quality Management Systems (QMS) with the aim of ensuring the
Quality & Regulatory, Legal, and Group Security) support the management of specific risk quality and safety of product design, manufacturing, distribution, and servicing in
areas. compliance with regulation from various government and regulatory agencies, e.g., FDA
(US), EMA (Europe), NMPA (China). Our Quality & Regulatory function closely monitors
The Internal Audit function assesses the quality of risk management and controls through developments in the regulatory landscape. Through specialist teams at the global, regional
the execution of a risk-based audit plan, as approved by the Audit Committee of the or local level, standards and requirements are defined and continuously improved,
Supervisory Board. Leadership from the Executive Committee, Businesses, Markets and key deployed, and monitored to ensure our employees are aware of and comply with these
Functions meet quarterly with Internal Audit in Audit & Risk Committees to discuss strengths requirements. Next to continuous improvement a program runs with the aim to accelerate
and weaknesses of risk management and controls -as evaluated by internal and external patient safety and quality. A formal quality audit program assesses our organization's
auditors and by means of other (self) assessments -and take corrective action where compliance with our QMS. Quality & safety is a standard item in personal goal setting and
necessary. evaluation of all Philips' employees.
The Disclosure Committee oversees the company's disclosure activities and assists the Board The Supervisory Board oversees Philips' risk management, including the identified risks in
of Management in fulfilling its responsibilities in this respect. The Disclosure Committee relation to the Risk appetite, the response measures put in place and the effectiveness
ensures that the company implements and maintains internal procedures for the timely thereof. The Audit Committee and the Quality & Regulatory Committee of the Supervisory
collection, evaluation and disclosure of information potentially subject to public disclosure Board assist the full Supervisory Board in fulfilling its risk management oversight
under the legal, regulatory and stock exchange requirements to which the company is responsibilities. The Audit Committee reviews the quality of risk management and controls,
subject. and the reported findings of internal and external audits. The Quality & Regulatory
Committee's role particularly relates to the quality and regulatory compliance of the
company's products (including software), services and systems throughout their lifecycle.
88
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9 Corporate governance
9.1 Introduction collaborative operating model that covers all aspects of how we operate-strategy,
Koninklijke Philips N.V. (Royal Philips). a company organized under Dutch law, is the parent governance, processes, people, culture and performance management. As set out in Our
company of the Philips group. lts shares have been listed on the Amsterdam stock exchange culture, starting on page 64, we set standards for behaviors, quality and integrity within
(Euronext Amsterdam) since 1912. Furthermore, its shares have been traded in the United Philips that will help achieve operational excellence and extend our solutions capability to
States since 1962 and have been listed on the New York Stock Exchange since 1987. address our customers' unmet needs. Finally, refer to Environmental. Social and Governance,
starting on page 45 for more information on our approach to doing business responsibly
Royal Philips has a two-tier board structure consisting of a Board of Management and a and sustainably and our overall societal impact.
Supervisory Board, each of which is accountable to the General Meeting of Shareholders for
the fulfillment of its respective duties.
9.2 Board of Management and Executive Committee
The company is governed by Dutch corporate and securities laws, its Articles of Association,
and the Rules of Procedure of the Board of Management and the Executive Committee and Introduction
of the Supervisory Board respectively. lts corporate governance framework is also based on The Board of Management is entrusted with the management of the company. Certain key
the Dutch Corporate Governance Code (dated December 8, 2016) and US laws and officers have been appointed to support the Board of Management in the fulfilment of its
regulations applicable to Foreign Private Issuers. Additionally, the Board of Management has managerial duties. The members of the Board of Management and these key officers
implemented the Philips General Business Principles (GBP) and underlying policies, as well as together constitute the Executive Committee. In this Corporate governance report,
separate codes of ethics that apply to employees working in specific areas of our business, wherever the Executive Committee is mentioned, this also includes the members of the
i.e., the Financial Code of Ethics and the Procurement Code of Ethics. Many of the Board of Management, unless the context requires otherwise. Please refer to Board of
documents referred to are published on the company's website and more information can Management and Executive Committee, starting on page 7 for an overview of the current
be found in Our approach to risk management, starting on page 88. members of the Board of Management and the Executive Committee.
In this section of the Annual Report, the company addresses the main elements of its Under the chairmanship of the President/Chief Executive Officer (CEO), and supported by
corporate governance structure, reports on how it applies the principles and best practices the other members of the Executive Committee, the members of the Board of Management
of the Dutch Corporate Governance Code and provides the information required by the drive the company's management agenda and share responsibility for the continuity of the
Dutch governmental Decree on Corporate Governance (Besluit inhoud bestuursverslag) and Philips group, focusing on long-term value creation. Please refer to the Rules of Procedure of
governmental Decree on Article 10 Takeover Directive (Besluit artikel 10 overnamerichtlijn). the Board of Management and the Executive Committee, which are published on the
When deemed necessary in the interests of the company, the company may deviate from company's website, for a description of further responsibilities and tasks. as well as
aspects of the company's corporate governance structure, and any such deviations will be procedures for meetings, resolutions and minutes.
disclosed in the company's corporate governance report.
In fulfilling their duties, the members of the Board of Management and Executive
In compliance with the Dutch Corporate Governance Code, other parts of the management Committee shall be guided by the interests of the company and its affiliated enterprise,
report (within the meaning of article 2:391 of the Dutch Civil Code) included in the Annual taking into account the interests of its stakeholders. The Board of Management and the
Report address the strategy and culture of Philips aimed at long-term value creation. Philips' Executive Committee have adopted a division of responsibilities based on the functional and
strategy is driven by our purpose to improve people's health and well-being through business areas, each of which is monitored and reviewed by the individual members. The
meaningful innovation. as described in more detail in Strategy and Businesses, starting on Board of Management is accountable for the actions and decisions of the Executive
page 9. The Message from the CEO, starting on page 5 explains how the company's strategy Committee and has ultimate responsibility for the company's external reporting (including
was executed in 2022; in this regard, please refer also to Financial performance, starting on reporting to the shareholders of the company).
page 26. Furthermore, reference is made to the Philips Business System. an interdependent,
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