TomTom 2012 Annual Report Download - page 22

TomTom Annual Report and Accounts 2012
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Corporate Governance | continued
part in any discussions or decision-making relating to a subject or
a transaction in which he has a (potential) confl ict of interest with
the company. Such transactions are disclosed in the annual report.
No such confl icts of interest were reported during 2012.
Shareholdings
Rob van den Bergh owns 5,000 shares in the company. These
shares are held as a long-term investment within the meaning
of best practice provision III.7.2 of the Code and were not granted
as part of his remuneration.
General Meeting
—
Functioning of the General Meeting
The Annual General Meeting must be held within six months of
the end of each fi nancial year. The compilation of the annual
report is a recurring agenda item, as are the adoption of the
annual accounts and the release from liability of the members
of the Management Board and Supervisory Board. When the
company’s interests so require, an Extraordinary General Meeting
may be convened by resolution of the Management Board or the
Supervisory Board.
Shareholders may appoint a proxy who is then empowered to
vote on their behalf in the General Meeting.
The minutes and the resolutions of the General Meeting are
recorded in writing. The minutes will be made available to the
shareholders on our corporate website no later than three months
after the meeting.
Voting rights
Each of our ordinary shares and preferred shares is entitled to one
vote. Shareholders may vote by proxy. The voting rights attached
to any company shares held by the company are suspended as
long as they are held in treasury.
Resolutions of the General Meeting are adopted by an absolute
majority of votes cast except where Dutch law or our Articles of
Association provide for a special majority.
According to our Articles of Association, the following decisions
of the General Meeting require a majority of at least two thirds of
the votes cast, representing more than 50% of our issued share
capital:
– resolution to cancel a binding nomination for the appointment
of a member of our Management Board or Supervisory Board;
– resolution to appoint a member of the Management Board
or Supervisory Board in contravention of the list of nominees
submitted by the Supervisory Board; and
– a resolution to dismiss or suspend a member of the
Management Board or Supervisory Board.
In addition, in accordance with Dutch law, our Articles of
Association provide that, if less than 50% of our issued share
capital is represented at the meeting, certain decisions of the
General Meeting require a majority of at least two-thirds of the
issued capital represented. This includes decisions of our General
Meeting regarding:
– the restriction and exclusion of pre-emptive rights, or the
designation of the Management Board as the authorised body
to exclude or restrict such rights;
– the reduction of our issued share capital; and
– a legal merger or demerger of the company.
Amendment of the Articles of Association
The General Meeting may resolve to amend the Articles of
Association of the company if it acts on a proposal by the
Management Board that has also been approved by the
Supervisory Board.
A resolution of the General Meeting to amend the Articles of
Association requires an absolute majority of votes cast irrespective
of the share capital represented at the General Meeting.
The capital structure
The company’s authorised share capital amounts to €180,000,000
and is divided in 600,000,000 ordinary shares with a nominal
value of €0.20 each and 300,000,000 preferred shares, with
a nominal value of €0.20 each. On 31 December 2012, a total
of 221,895,012 ordinary shares were in issue.
Issue of shares
The Management Board has the power to issue shares or
grant rights to acquire shares if so designated by the General
Meeting or our Articles of Association. This Management Board
resolution is subject to the prior approval of the Supervisory
Board. No resolution of the General Meeting or the Management
Board is required for an issue of shares pursuant to the exercise
of a previously granted right to subscribe for shares.
The Management Board continues to believe it is in the company’s
best interests that it should be in a position to react promptly
when business opportunities arise that require the issue of
ordinary shares. When such occasions arise, the Management
Board therefore wishes to be authorised to issue ordinary shares
and to grant rights to subscribe for such shares without the
need to obtain prior approval from company shareholders at an
Extraordinary General Meeting. Such meetings would take time to
convene. They could also generate disruptive market speculation.
In April 2012 the Annual General Meeting passed a resolution
extending the Management Board’s authorisation to resolve to
issue ordinary shares or grant rights to subscribe for such shares
until 26 October 2013. This authority is limited to 10% of the
number of issued ordinary shares for general purposes (or limited