TomTom 2015 Annual Report Download - page 53

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CORPORATE GOVERNANCE
TOMTOM / ANNUAL REPORT AND ACCOUNTS 2015 / 52
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 Supervisory Board
Rules covering, among others, its decision-making process are
posted on TomTom's corporate website:
corporate.tomtom.com/articles.cfm.
The Supervisory Board currently consists of six members, who
are all independent from the company as defined in III.2.2 of the
Code. Biographies of the members of the Supervisory Board, as
well as other details relating to their careers can be found in the
Supervisory Board section.
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.
In September 2015, Toine van Laack decided to step down from
the Supervisory Board of TomTom due to the fact that he has
ended his employment at Janivo Holding B.V. Toine van Laack
was appointed in 2013 upon the nomination of Janivo Holding
B.V. and Dasym Investment Strategies B.V.
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 seats are held by women and
at least 30% by men. Currently two out of six Supervisory Board
members are female (33%), and as such the company complies
with this Act. With regards to the same Act, no member of the
Supervisory Board holds more than five supervisory positions at
Dutch 'large companies'.
THE COMMITTEES
In line with the Code, 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 and at least one of
the members of the Audit Committee is a financial expert. For an
overview of all activities performed by the Committees,
reference is made to the Supervisory Board Report section.
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, last
amended in 2009. 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. No
shares or rights to shares were granted to a Supervisory Board
member by way of remuneration. At present, none of the
Supervisory Board members own any shares in the company.
The annual remuneration of the Supervisory Board and sub-
committees membership remained unchanged during 2015.
Respective amounts are shown in the below table.
Role Chairman Member
Supervisory Board €50,000 €40,000
Audit Committee €10,000 €7,000
Remuneration Committee €7,000 €4,000
Selection and Appointment Committee €7,000 €4,000
For more detailed information about the remuneration of
individual members of the Supervisory Board see note 33
Remunerations of members of the Management Board and the
Supervisory Board in the consolidated financial statements.
CONFLICTS OF INTEREST
Members of the Supervisory Board (excluding the Chairman)
must report any (potential) conflict of interest to the Chairman
of the Supervisory Board. If the (potential) conflict of interest
involves the Chairman of the Supervisory Board, it must be
reported to the Deputy Chairman of the Supervisory Board. The
Supervisory Board shall decide whether a conflict of interest
exists.
The member of the Supervisory Board who has a (potential)
conflict of interest may not be present at such meetings. The
member of the Supervisory Board with a (potential) conflict of
interest shall not participate in discussions and decision-making
on a subject or transaction in relation to which the member has a
conflict of interest with the company. Such transactions shall be
disclosed in the annual report.
No transactions in which there were conflicts of interest with
members of the Supervisory Board were reported in 2015.
In accordance with provision III.6.4 of the Code, TomTom
reports that no transactions occurred in 2015 between the
company and legal or natural persons who hold at least 10% of
the shares in the Company.