TomTom 2008 Annual Report Download - page 33

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MANAGEMENT BOARD
General
The members of the Management Board have collective
powers and responsibilities. They are responsible for the
day-to-day management of our operations, under the
supervision of the Supervisory Board.
Composition and appointment
The Articles of Association provide that the number of
members of the Management Board will be determined
by the Supervisory Board, and will consist of at least
two members.
Each member of the Management Board is appointed
for a maximum of four years, which can be renewed for
another period of not more than four years at a time.
A resolution of the General Meeting of Shareholders to
suspend or dismiss members of the Management Board
requires a majority of at least two-thirds of the votes cast,
representing more than 50% of our issued share capital.
The General Meeting of Shareholders appoints the
members of the Management Board, subject to the right
of the Supervisory Board to make a binding nomination.
The General Meeting of Shareholders may at all times,
by a resolution passed with a majority of at least two-
thirds of the votes cast, representing more than 50% of
our issued share capital, resolve that the nomination
submitted by the Supervisory Board is not binding. In
such cases, the General Meeting of Shareholders may
appoint a member of the Management Board in
contravention of the Supervisory Board’s nomination,
by a resolution passed with a majority of at least two-
thirds of the votes cast, representing more than 50% of
our issued share capital. If the Supervisory Board fails
to use its right to submit a binding nomination, the
General Meeting of Shareholders may appoint members
of the Management Board with a majority of at least
two-thirds of the votes cast, representing more than
50% of our issued share capital.
Members of the Management Board
Alexander Ribbink resigned as a member of the
Management Board on 1 July 2008. During the
Extraordinary General Meeting of Shareholders held on
19 September 2008, his release from liability towards
the company for his management over the period from
1 January 2008 up until the date of his resignation was
accepted. At this Extraordinary General Meeting of
Shareholders, Alain De Taeye was appointed as a member
of the Management Board.
Currently, the Management Board consists of:
• Harold Goddijn – Chief Executive Officer
• Marina Wyatt – Chief Financial Officer
• Alain De Taeye – member of the Management Board.
Further details on the members of the Management
Board, and their biographies, can be found in the Profile
of Management Board and Supervisory Board section.
Remuneration
The Supervisory Board establishes the remuneration of
the individual members of the Management Board, in
accordance with the Management Board remuneration
policy, as adopted by the General Meeting of Shareholders.
The Supervisory Board presents to the General Meeting
of Shareholders for approval any scheme providing for
the remuneration of the members of the Management
Board in the form of shares. For further information
about the remuneration of the members of the
Management Board, see the notes included in the
Financial Statements in this Annual Report.
Conflicts of interest
Members of the Management Board must report and
provide all relevant information regarding any conflict of
interest or potential conflict of interest to the Chairman
of the Supervisory Board. The Supervisory Board shall
decide, without the member of the Management Board
being present, whether there is a conflict of interest.
No such conflicts of interest occurred during 2008.
SUPERVISORY BOARD
General
The Supervisory Board is responsible for supervising the
conduct of the Management Board and the general
course of the business, as well as for providing advice
to the Management Board. In performing its duties, the
Supervisory Board is required to act in the interests of
the business as a whole. The Articles of Association
require certain decisions of the Management Board to
be approved by the Supervisory Board. These decisions
include the issue of shares or granting of rights to
subscribe for shares, and the exclusion of pre-emptive
rights, to the extent that these rights are vested in the
Management Board; proposals to amend the Articles
of Association; proposals to merge or demerge;
proposals to dissolve the company; and proposals
for capital reductions.
Composition and appointment
The Articles of Association provide that the number of
members of the Supervisory Board will be at least three.
Each member of the Supervisory Board is appointed for
a maximum of four years. This appointment can be
renewed for two additional periods of not more than four
years at a time. The members of the Supervisory Board
retire periodically in accordance with a rotation schedule.
The Supervisory Board appoints a Chairman and a Deputy
Chairman from amongst its members. A resolution
of the General Meeting of Shareholders to suspend
or dismiss members of the Supervisory Board requires
a majority of at least two-thirds of the votes cast,
representing more than 50% of our issued share capital.
The General Meeting of Shareholders appoints the
members of the Supervisory Board, subject to the right
of the Supervisory Board to make a binding nomination.