TomTom 2006 Annual Report Download - page 33

Corporate Governance 31 TomTom Annual Report 2006
Corporate Governance
Continued
Remuneration
The remuneration of the members of the Supervisory
Board is determined by the General Meeting of
Shareholders. Members of the Supervisory Board are
not authorised to receive any payments under our
pension scheme, bonus scheme or option plans.
For detailed information about the individual remuneration
of members of the Supervisory Board see the notes to
the financial statements of TomTom NV included in this
annual report.
Rotation schedule
On 13 February 2006, the Supervisory Board adopted the
following rotation schedule:
Name Date appointed End of Date of
first term possible
reappointment
Doug Dunn 13 May 2005 AGM 2007 AGM 2007
Guy Demuynck 13 May 2005 AGM 2008 AGM 2008
Andrew Browne 13 May 2005 AGM 2009 AGM 2009
Conflict of interest
Members of the Supervisory Board must report and
provide all relevant information regarding any potential
conflict of interest to the Chairman of the Supervisory
Board or, in case of a conflict of interest of the Chairman
of the Supervisory Board, to the Deputy Chairman of the
Supervisory Board. The Supervisory Board shall decide,
without the relevant member of the Supervisory Board
being present, whether a conflict of interest exists.
Shares and shareholders’ rights
Issue of ordinary shares and pre-emptive rights
The Company may issue ordinary shares, or grant
rights to subscribe for ordinary shares, pursuant to
a resolution of the General Meeting of Shareholders upon
proposal of the Management Board, subject to the prior
approval of the Supervisory Board.
If so designated by the General Meeting of Shareholders
or our Articles of Association, we may issue ordinary
shares, or grant rights to subscribe for ordinary shares,
pursuant to a resolution of the Management Board,
subject to the prior approval of the Supervisory Board.
No resolution of the General Meeting of Shareholders or
the Management Board is required for an issue of ordinary
shares pursuant to the exercise of a previously granted
right to subscribe for ordinary shares.
The Articles of Association grant the Management Board
the irrevocable authority to issue ordinary shares, or grant
rights to subscribe for ordinary shares, up to a maximum of
20% of our authorised share capital of ordinary shares, for
a period of two years ending on 13 May 2007. A resolution
extending this authority until 13 May 2009 was passed
during the Annual General Meeting of Shareholders held
in April 2006.
Dutch company law and our Articles of Association in most
cases give shareholders pre-emptive rights to subscribe
on a pro rata basis for any issue of new shares. Exceptions
to these pre-emptive rights include the issue of shares (i)
to our employees, (ii) in return for non-cash consideration,
or (iii) to persons exercising a previously granted right to
subscribe for shares. Holders of ordinary shares do not
have pre-emptive rights with respect to preference shares
to be issued and holders of preference shares do not have
pre-emptive rights with respect to ordinary shares.
A shareholder may exercise pre-emptive rights during a
period of two weeks from the date of the announcement
of the issue of shares. The Management Board, subject
to the prior approval of the Supervisory Board, and if so
designated by the General Meeting of Shareholders,
may restrict or exclude shareholder pre-emptive rights.
A resolution by the General Meeting of Shareholders to
authorise the Management Board to exclude or restrict
pre-emptive rights requires a majority of at least two-thirds
of the votes cast, if less than 50% of our issued share
capital is present or represented at the General Meeting of
Shareholders. If the General Meeting of Shareholders has
not delegated this authority to the Management Board, the
General Meeting of Shareholders may itself vote to restrict
or exclude pre-emptive rights, but only upon a proposal of
the Management Board.
The Articles of Association grant the Management Board
the irrevocable authority to restrict or exclude pre-emptive
rights for a period of two years ending on 13 May 2007.
A resolution extending this authority until 13 May 2009
was passed during the Annual General Meeting of
Shareholders held in April 2006.
General meetings of shareholders and voting rights
The Annual General Meeting of Shareholders must be
held within six months of the end of each financial year.
An Extraordinary General Meeting of Shareholders
may be convened, whenever our interests so require,
by the Management Board or the Supervisory Board.
Shareholders representing alone or in aggregate at least
one-tenth of our issued and outstanding share capital
may, pursuant to the Dutch Civil Code and our Articles
of Association, request that a General Meeting of
Shareholders be convened. If such General Meeting of
Shareholders has not been convened within 14 days or
is not held within one month following such request, the
shareholders are authorised to call such General Meeting
of Shareholders themselves.