TomTom 2014 Annual Report Download - page 39

INTRODUCTION
It was a good year for TomTom; 2014 saw substantial progress in
the development of the company's core technologies and its
positioning back for growth. The company again achieved its
financial objectives in 2014 and delivered important milestones in
its technologies. The efforts made by the employees of the
company and its Management Board are greatly appreciated by the
Supervisory Board. We look forward to the further successful
execution of TomTom's strategy.
The TomTom Supervisory Board is responsible for supervising and
advising the Management Board in setting and achieving the
company's strategy and its objectives. The interests of the company
and TomTom's stakeholders guide the performance of the duties
of the Supervisory Board. The Supervisory Board is assisted in its
decision-making process by the Audit Committee, the
Remuneration Committee and the Selection and Appointment
Committee.
COMPOSITION
The Supervisory Board of TomTom consists of seven members. At
the 2014 General Meeting, Karel Vuursteen (former Chairman) and
Rob van den Bergh stepped down from the Supervisory Board and
the two new Supervisory Board members Jacqueline Tammenoms
Bakker and Anita Elberse were appointed. The Supervisory Board
resolved to appoint Peter Wakkie as its new Chairman.
The term of Doug Dunn will expire at the 2015 General Meeting,
by which time he will have served for ten years on the Supervisory
Board. At this meeting, Doug Dunn will be nominated for
reappointment for a term of a further two years. He will then have
served a total of twelve years, the maximum term according to best
practice provision III.3.5 of the Corporate Governance Code (the
Code).
The Supervisory Board confirms that six of its members are
independent as meant within the terms of best practice provision
III.2.2 of the Code. Toine van Laack does not qualify as
independent, as he is a board member of Janivo Holding BV, which
is indirectly related to the substantial shareholder of the company
Flevo Deelnemingen IV BV.
The composition of the Supervisory Board is in line with the
Supervisory Board profile, as drawn up by the Supervisory Board
and published on the company's website, in terms of experience,
expertise, nationality, gender and age. According to the Act on
Management and Supervision (Wet Bestuur en Toezicht), a proper
composition of the Supervisory Board means that at least 30% of
the members should be female. With the appointment of the two
new members of the Supervisory Board at the 2014 General
Meeting, two out of seven Supervisory Board members (29%) is
female. No member of the Supervisory Board holds more than five
directorships at Dutch 'large companies'.
Biographies of the members of the Supervisory Board, as well as
the information as prescribed by provision III.1.3 of the Code can
be found at the start of this report. This section also provides details
on the committees of the Supervisory Board.
SUPERVISORY BOARD MEETINGS
The Supervisory Board met twelve times in 2014: six physical
meetings and six conference calls. The non-physical meetings were
held to discuss financial updates and recent developments within
the company, usually in months when there was no physical
meeting. The Management Board members attended all those
meetings either in full or in part. The meetings of the Supervisory
Board achieved an overall average attendance rate of 87%.
All members have sufficient time available for their duties relating
to their membership of the Supervisory Board. No member of the
Supervisory Board was regularly absent from the meetings. Their
availability for ad-hoc calls and prompt response to emails, and the
fact that the members attended the meetings well prepared and
actively participated in the discussions, demonstrate they were all
able to devote sufficient attention to the company.
The agenda for the meetings was prepared through consultation
between the Chairman, the Management Board and the Company
Secretary. In addition to the regular meetings, the Chairman of the
Supervisory Board was in regular contact with the CEO of the
company. The members of the Supervisory Board also held informal
consultations with members of the Management Board and senior
management of the company to keep closely informed about the
business.
Meetings of the Supervisory Board are preceded by committee
meetings. The chairs of the committees work closely with senior
management and conduct regular face-to-face meetings to set the
agendas and prepare all relevant information for the committee
meetings.
The two new Supervisory Board members followed an induction
programme which covered, among other matters, general
financial, social and legal affairs, financial reporting by the company
and the responsibilities of a supervisory board member. Several
meetings with the Management Board members and senior
management were organised to familiarise the two new
Supervisory Board members with the company strategy, the
business unit strategies and activities. The programme also included
site visits.
SUPERVISORY BOARD ACTIVITIES
To facilitate open and productive discussions, senior management
provided the Supervisory Board with comprehensive quarterly
reports that outline the developments, achievements, challenges
and opportunities in each business unit of the company before each
physical meeting. These reports include insight into noticeable
market developments, trends and analyses. During the year, senior
management was frequently invited to present a range of topics to
the Supervisory Board. It is important for the Supervisory Board to
keep in touch with the talents within the company. The members
of the Supervisory Board strongly support the company's efforts in
the area of talent management and this will remain a key attention
area moving forward.
The Supervisory Board devoted considerable time to reviewing
strategic options and discussing the company's long-term strategy.
An active role was played in ensuring that the Management Board's
ideas were challenged and tested in order to reach decisions that
would underpin the company's strategy. Every quarter, the business
CONTENTS OVERVIEW MANAGEMENT
BOARD REPORT CORPORATE GOVERNANCE SUPERVISORY
BOARD REPORT FINANCIAL
STATEMENTS SUPPLEMENTARY INFORMATION
ANNUAL REPORT AND ACCOUNTS 2014 / 39