TomTom 2013 Annual Report Download - page 22

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Chairman from amongst its members. The members of the
Supervisory Board retire periodically in accordance with a rotation
plan. A resolution of the General Meeting 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 the
issued share capital.
The Supervisory Board has determined a profile regarding its size
and composition, taking into account the nature of TomTom's
business, its activities and the desired expertise. The Supervisory
Board aims for a diverse composition and will strive for a fair
balance between experience, expertise, gender, age and
background. When nominating a candidate for (re)appointment,
however, the qualifications of the candidate and the specific
requirements of the positions to be filled will prevail.
The Supervisory Board profile and other rules and regulations
covering its decision-making process are posted on TomTom's
corporate website: corporate.tomtom.com/articles.cfm.
Members of the Supervisory Board
The Supervisory Board currently consists of seven members.
Biographies of the members of the Supervisory Board, as well as
other details relating to their careers can be found in the Profiles of
the Supervisory Board section.
Shareholders Cyrte Investments BV and Janivo Holding BV together
exercised the right to nominate a candidate for an additional seat
on the Supervisory Board in 2013. The proposal to appoint Toine
van Laack as member of the Supervisory Board for a period of four
(4) years was adopted by the Annual General Meeting on 23 April
2013.
The Supervisory Board confirms that its current composition has the
necessary experience, expertise and independence to ensure that
its members are able to properly execute their duties. All current
members of the Supervisory Board were appointed in accordance
with the Supervisory Board profile. The Supervisory Board is of the
opinion that the addition of female Supervisory Board members
would be beneficial; better reflecting the profile of the company's
Management Board and senior management and demonstrating
TomTom's commitment to the gender balance requirements of the
Act on Management and Supervision. Consequently, the
Supervisory Board will be nominating two female candidates for
positions on the company's Supervisory Board at the 2014 Annual
General Meeting.
In compliance with newly adopted Dutch legislation, no member
of the Supervisory Board holds more than five directorships at
Dutch 'large companies'.
The committees
The Supervisory Board has established an Audit Committee, a
Remuneration Committee and a Selection and Appointment
Committee. Each of these committees is staffed by members of the
Supervisory Board.
The Audit Committee oversees all activities of the Management
Board that relate to the company's internal risk management and
control systems. These include the operation of codes of conduct,
the provision of financial information by the company, the
performance of our external auditor and internal audit function, the
policy of the company on tax planning, the financing of the
company and the use of information and communication
technology.
The Remuneration Committee formulates proposals for the
Remuneration Policy for the Management Board, which it submits
to the Supervisory Board. The Remuneration Committee also
formulates proposals for the remuneration of the individual
members of the Management Board and prepares the
remuneration report that is included in the annual report.
The Selection and Appointment Committee oversees the drawing
up of selection criteria and appointment procedures for Supervisory
Board members and Management Board members. It assesses the
size and composition of the Supervisory Board and the
Management Board, formulates proposals concerning the profile
and composition of the Supervisory Board and makes proposals for
appointments and re-appointments. Succession planning for senior
management in general, and related topics, are another focus of
the Selection and Appointment Committee.
The terms of reference of each committee can be found on
TomTom's corporate website: corporate.tomtom.com/
supboard.cfm.
Remuneration
The remuneration of the Supervisory Board members and the
additional remuneration of the Chairman and the members of its
committees is determined by the General Meeting. Members of the
Supervisory Board are not authorised to receive any payments
under the company's pension or bonus schemes or under the
option or share plans. The annual remuneration of the Supervisory
Board and sub-committees membership remained unchanged
during 2013. The annual remuneration of the Chairman of the
Supervisory Board is €50,000; the other Supervisory Board
members receive €40,000.
The annual remuneration of the Chairman of the Audit Committee
is €10,000, while the other members of the committee receive
€7,000. The annual remuneration of the Chairman of the
Remuneration Committee and of the Chairman of the Selection and
Corporate Governance / Continued
ANNUAL REPORT AND ACCOUNTS 2013 / 22